If you have questions or require assistance
with voting, you may contact our proxy solicitation agent:

LAUREL HILL ADVISORY GROUP

North American Toll-Free Number: 1-877-452-7184

Collect Calls Outside North America:
416-304-0211

Email: assistance@laurelhill.com

No securities regulatory authority
or stock exchange has expressed an opinion about, or passed upon the fairness or merits of the transaction described herein, the
securities offered pursuant to this transaction or the adequacy of the information contained herein and it is an offense to claim
otherwise.

December 21, 2018

Dear Great Panther Shareholders:

You are invited to attend a special meeting
(the “Great Panther Meeting”) of the holders (“Great Panther Shareholders”) of common shares
(the “Great Panther Shares”) of Great Panther Silver Limited (“Great Panther”) to be held
in Terrace Room B located at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, at 9:00 a.m. (Vancouver
time) on February 11, 2019.

Board Recommendations

The Great Panther Board of Directors (the
“Great Panther Board”) has considered the Scheme and after considering, amongst other things: (a) advice from
its financial and legal advisors; (b) the anticipated benefits of the Scheme; and (c) the risks associated with the Scheme, the
Great Panther Board has unanimously determined that the Scheme is in the best interests of Great Panther and has approved the Scheme
and the entering into of the Scheme Implementation Deed.

The Great Panther Board unanimously
recommends that Great Panther Shareholders vote FOR the Great Panther Scheme Resolution and the Name Change Resolution. Each
member of the Great Panther Board will vote, or procure the voting of, all Great Panther Shares held by him or her in favour of
the Great Panther Scheme Resolution and the Name Change Resolution.

Reasons for the Scheme

After due consideration and consultation
with Great Panther’s management and outside legal and financial advisors, the Great Panther Board unanimously approved the
Scheme Implementation Deed and the transactions contemplated thereby and authorized the issuance of Great Panther Shares pursuant
to the Scheme Implementation Deed. In doing so, the Great Panther Board considered the business, assets, development policies,
liabilities, results of operations, financial performance, strategic direction and prospects of Great Panther and Beadell. Additionally,
in making its determination, the Great Panther Board considered a number of factors, including, but not limited to, the following:

ü

Creation of New Emerging Intermediate Precious Metals Producer focused on the Americas

ü

Extensive Reserve & Resource Base

ü

Strong Balance Sheet to Support Complementary Assets

ü

Diversified Portfolio

ü

Robust Growth Portfolio

ü

Attractive Re-Rating Potential

The Scheme and the Name Change

The business of the Great Panther Meeting
is the consideration of an ordinary resolution (the “Great Panther Scheme Resolution”) to approve the issuance
of Great Panther Shares in connection with the Scheme Implementation Deed dated September 23, 2018 (the “Scheme Implementation
Deed”) between Great Panther and Beadell Resources Limited (“Beadell”). Under the Scheme Implementation
Deed, Great Panther will acquire 100% of the ordinary shares of Beadell (the “Beadell Shares”) pursuant to a
scheme of arrangement in accordance with the laws of Australia (the “Scheme”). The Great Panther Scheme Resolution
must be approved by greater than 50% of the votes cast by

Great Panther Shareholders at the Great
Panther Meeting, present in person or by proxy, pursuant to the policies of the Toronto Stock Exchange (“TSX”).

In addition, Great Panther Shareholders
will be asked to consider an ordinary resolution (the “Name Change Resolution”) to approve an amendment to the
constating documents of Great Panther to change the name of Great Panther to “Great Panther Mining Limited” (the “Name
Change”). The Name Change Resolution must be approved by greater than 50% of the votes cast by Great Panther Shareholders
at the Great Panther Meeting, present in person or by proxy. The Name Change is anticipated to be implemented immediately following
completion of the Scheme.

The Consideration

If the Scheme is implemented, each Beadell
Scheme Shareholder (other than an Ineligible Foreign Shareholder or an Electing Small Shareholder) will receive 0.0619 Great Panther
Shares for each Beadell Share (the “Exchange Ratio”) held by them (the “Scheme Consideration”).

The Scheme Consideration represents a value
of A$0.086 per Beadell Share based on the closing price of the Great Panther Shares on NYSE (American) on September 21, 2018, the
last full trading day prior to the date of the Scheme Implementation Deed and the announcement of the Scheme.

Based on the estimated number of Beadell
Shares expected to be outstanding at the implementation of the Scheme, Great Panther expects to issue up to 141,136,911 Great Panther
Shares in connection with the Scheme (representing up to 83.4% of the issued and outstanding Great Panther Shares), comprised of:

(a)

103,594,861 Great Panther Shares (approximately 61.2% of the number of the Great Panther Shares
outstanding) as consideration for the issued and outstanding Beadell Shares;

(b)

up to 1,720,820 Great Panther Shares as consideration for Beadell Shares issued upon the exercise
of outstanding Beadell Options prior to the completion of the Scheme;

(c)

272,526 Great Panther Shares as consideration for Beadell Shares to be issued in exchange for the
Beadell Performance Rights prior to the completion of the Scheme;

(d)

up to 9,749,727 Great Panther Shares issuable on the exercise of the new Great Panther warrants
to be issued in exchange for outstanding Beadell Warrants;

(e)

up
to 18,203,885 Great Panther Shares issuable in connection with certain indebtedness owing
to MACA1; and

(f)

up to 7,595,092 Great Panther Shares issuable in connection with the Beadell Debentures that are
being assumed by Great Panther on completion of the Scheme.

Based on the estimated number of Great
Panther Shares that are expected to be outstanding upon the implementation of the Scheme, Great Panther Shareholders will own approximately
62% of the outstanding Great Panther Shares after implementation of the Scheme (on an undiluted basis).

In the event Great Panther agrees to increase
the Scheme Consideration, for example if a competing offer arises, the TSX will generally not require further approvals from Great
Panther Shareholders for the issuance of up to an additional 35,284,228 Great Panther Shares, such number being 25% of the number
of Great Panther Shares being approved for issuance by Great Panther Shareholders in connection with the Scheme at the Great Panther
Meeting.

The Exchange Ratio is fixed and will not
be adjusted to reflect changes in the price of Great Panther Shares, Beadell Shares or the Canadian dollar to Australian dollar
exchange rate prior to the implementation of the Scheme. It is a condition precedent to the implementation of the Scheme that the
Great Panther Shares issued in connection with the

1 Calculated for TSX approval
purposes only based on (i) conversion by MACA of the maximum amount, (ii) current A$/C$ exchange rates, and (iii) a theoretical
minimum conversion price based on 50% of the current trading price of Great Panther Shares on the TSX.

Scheme Implementation Deed are authorized
for listing on: (a) the TSX; and (b) the NYSE (American). Great Panther has received the conditional approval of the TSX and
has applied to the NYSE (American) for the listing of the Great Panther Shares to be issued pursuant to the Scheme, each subject
to approval of the Great Panther Scheme Resolution and the filing of certain documents following implementation of the Scheme.

Please refer to the attached Management
Information Circular for a more detailed description of the Scheme and the Name Change, including information about Beadell, the
terms and conditions of the Scheme Implementation Deed, a detailed description of Great Panther’s reasons for the scheme,
the opinion of Great Panther’s financial advisor, the text of the Great Panther Scheme Resolution and the Name Change Resolution
and the risk factors relating to the completion of the Scheme and the acquisition of Beadell. Please give the Management Information
Circular your careful consideration and, if you require assistance, consult your financial, tax or other professional advisors.

GMP Securities L.P. has acted as financial
advisor to the special committee of the Great Panther Board (the “Great Panther Special Committee”) and has
provided the Great Panther Special Committee with an opinion on the fairness of the Scheme Consideration, from a financial point
of view, to Great Panther. The GMP Fairness Opinion is attached as Appendix G.

Shareholder Vote

Your vote is very important regardless
of the number of Great Panther Shares that you own. Enclosed with this letter is the Notice of Special Meeting and Management
Information Circular and a form of proxy or voting instruction form. If you are unable to attend the Great Panther Meeting in person
please complete and deliver either the enclosed form of proxy or voting instruction form, as applicable, by mail or submit your
vote via the Internet, phone or fax, prior to 9:00 a.m. (Vancouver time) on February 7, 2019, to ensure your representation at
the Great Panther Meeting.

Shareholder Questions

If you require assistance with voting your
Great Panther Shares, please contact Great Panther’s proxy solicitation agent, Laurel Hill Advisory Services, by telephone
at 1 (877) 452-7184 toll-free in North America or at (416) 304-0211 for collect calls outside of North America or by email
at assistance@laurelhill.com.

On behalf of Great Panther, I would like
to thank all Great Panther Shareholders for their continuing support.

NOTICE IS HEREBY GIVEN that a special meeting
(the “Great Panther Meeting”) of the holders (“Great Panther Shareholders”) of common shares
(the “Great Panther Shares”) of Great Panther Silver Limited (“Great Panther” or the “Company”)
will be held in Terrace Room B located at the Terminal City Club, 837 West Hastings Street, Vancouver, B.C., at 9:00 a.m. (Vancouver
time) on February 11, 2019 for the following purposes:

2.

to consider and pass, with or without variation, an ordinary resolution (the “Great Panther
Scheme Resolution”), the full text of which is set out in Appendix B of the accompanying Management Information Circular
(as defined below), authorizing and approving the issuance of the Great Panther Shares as consideration for the acquisition of
all of the outstanding ordinary shares (the “Beadell Shares”) of Beadell Resources Limited (“Beadell”)
pursuant to the terms of the Scheme Implementation Deed dated September 23, 2018 (the “Scheme Implementation Deed”)
between Great Panther and Beadell;

3.

to consider, and pass, with or without variation, an ordinary resolution (the “Name Change
Resolution”), the full text of which is set out in Appendix C of the accompanying Management Information Circular, authorizing
and approving the change of Great Panther’s name to “Great Panther Mining Limited” or such other name as may
be determined and acceptable to the board of directors of Great Panther (the “Great Panther Board”) and the
applicable regulatory authorities, as more fully described in the accompanying Management Information Circular; and

4.

to transact such other business that may properly come before the Great Panther Meeting or any
adjournment or postponement thereof.

This Notice of Meeting is accompanied by
the management information circular dated December 21, 2018 (the “Management Information Circular”) and a form
of proxy or a voting instruction form (as applicable). Great Panther Shareholders are referred to the Management Information Circular
for more detailed information regarding the Great Panther Scheme Resolution and the Name Change Resolution.

The Great Panther Board has fixed January
2, 2019 as the record date (the “Great Panther Record Date”) for purposes of the entitlement to notice of and
to vote at the Great Panther Meeting. Great Panther Shareholders of record at the close of business on the Great Panther Record
Date are entitled to notice of the Great Panther Meeting and to vote thereat or at any adjournment or postponement thereof. To
the extent a Great Panther Shareholder transfers the ownership of any of its Great Panther Shares after the Record Date and the
transferee of those Great Panther Shares establishes that it owns those shares and requests at least 10 days before the Great Panther
Meeting, to be included in the list of Great Panther Shareholders eligible to vote at such meeting, such transferee will be entitled
to vote such shares at such meeting.

Each Great Panther Share entitled to be
voted at the Great Panther Meeting will entitle the holder thereof to one vote on all matters to come before the Great Panther
Meeting. This Notice of Meeting and the accompanying Management Information Circular are available on Great Panther’s website
at www.greatpanther.com and on SEDAR at www.sedar.com.

The Great Panther Board
unanimously recommends that Great Panther Shareholders vote FOR the Great Panther Scheme Resolution and the Name Change Resolution.
Each member of the Great Panther Board will vote, or procure the voting of, all Great Panther Shares held by him or her in
favour of the Great Panther Scheme Resolution and the Name Change Resolution.

If you are a registered holder of Great
Panther Shares, in order to be valid and acted upon at the Great Panther Meeting, proxies must be received by Great Panther, c/o
Computershare Investor Services Inc., the transfer agent of Great Panther, not later than 9:00 a.m. (Vancouver time) on February
7, 2019, or if the Great Panther Meeting is adjourned or postponed, no later than 48 hours (excluding weekends and statutory holidays
in the Province of British Columbia)

1

before the Great Panther Meeting is reconvened.
Late proxies may be accepted or rejected by the chair of the meeting at his or her discretion and the chair of the meeting is under
no obligation to accept or reject any particular late proxy. The deadline for the deposit of proxies may be waived or extended
by the chair of the meeting at his or her discretion without notice. Proxies may be returned by: (a) mail in (i) the enclosed return
envelope, or (ii) an envelope addressed to Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario,
M5J 2Y1, Attention: Proxy Department; or (b) fax at 1-866-249-7775 (toll-free in North America) or at 1-416-263-9524 (outside of
North America). Registered holders may also vote their Great Panther Shares using a touch-tone telephone by calling 1 (866) 732-8683
(toll-free in North America) or (312) 588-4290 (outside of North America) or by the Internet at www.investorvote.com.

If you are a beneficial (non-registered)
holder of the Great Panther Shares and receive these materials through a broker, bank, trust company or other intermediary or nominee,
you must provide your voting instructions or complete, sign and return the voting instruction form in accordance with the instructions
provided by your broker, bank, trust company or other intermediary or nominee well in advance of the Great Panther Meeting in order
to have such Great Panther Shares voted at the Great Panther Meeting.

Your vote is very important, regardless
of the number of the Great Panther Shares that you own. Whether or not you expect to attend in person, you should vote your Great
Panther Shares or authorize a proxyholder to vote your Great Panther Shares as promptly as possible so that your Great Panther
Shares may be represented and voted at the Great Panther Meeting.

Shareholder Questions

If you have any questions about the information
contained in this Notice of Meeting and the accompanying Management Information Circular or if you require assistance with voting
your Great Panther Shares, please contact Great Panther’s proxy solicitation agent, Laurel Hill Advisory Services, by telephone
at 1 (877) 452-7184 toll-free in North America or at (416) 304-0211 for collect calls outside of North America or by email at assistance@laurelhill.com.

DATED at Vancouver, British Columbia, this
21st day of December, 2018.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “R.W. (Bob) Garnett”

R.W. (Bob) Garnett

Chair of the Board

Great Panther Silver Limited

2

GREAT PANTHER SILVER LIMITED

MANAGEMENT INFORMATION CIRCULAR

Capitalized terms used in this Management
Information Circular and not otherwise defined herein have the meanings set forth in the Glossary of Terms attached to this Management
Information Circular as Appendix A.

INFORMATION
CONTAINED IN THIS MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular dated
December 21, 2018 is furnished in connection with the solicitation by or on behalf of the Great Panther Board and management of
Great Panther of proxies from Great Panther Shareholders for use at the Great Panther Meeting for the purposes set out in the accompanying
Notice of Meeting. No person has been authorized to provide any information or make any representation in connection with the Scheme
or any other matters described herein other than those statements and representations contained in this Management Information
Circular. Information in this Management Information Circular is given as of the date hereof or, in the case of information in
a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another
date applies.

If you have any questions about the information
contained in this Management Information Circular or require assistance in voting your Great Panther Shares, please contact Great
Panther’s proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1 (877) 452-7184 toll-free in North America
or at (416) 304-0211 for collect calls outside of North America or by email at assistance@laurelhill.com.

Great Panther has supplied all information
contained in or incorporated by reference into this Management Information Circular relating to the Great Panther Group, and Beadell
has supplied all information contained in this Management Information Circular relating to the Beadell Group. With respect to information
relating to Beadell Group, the Great Panther Board has relied exclusively upon Beadell, without independent verification by Great
Panther. Although Great Panther does not have any knowledge that would indicate that such information is untrue or incomplete,
neither Great Panther nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such
information including any of Beadell’s financial statements or technical reports, or for the failure by Beadell to disclose
events or information that may affect the completeness or accuracy of such information. For further information regarding Beadell,
please refer to Beadell’s filings on the ASX which may be viewed at www.asx.com.au. Except as otherwise expressly indicated
herein, the information contained in, or that can be accessed through, the ASX’s website is not intended to be incorporated
into this Management Information Circular.

Descriptions in this Management Information
Circular of the terms of the Scheme Implementation Deed are summaries of the terms of such document and are qualified in their
entirety by the full text of the Scheme Implementation Deed. Great Panther Shareholders should refer to the full text of the Scheme
Implementation Deed for complete details thereof. The full text of the Scheme Implementation Deed is attached at Appendix H and
may be viewed under Great Panther’s profile on SEDAR at www.sedar.com.

This Management Information Circular does
not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation
of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making
such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

Great Panther Shareholders should not construe
the contents of this Management Information Circular as legal, tax or financial advice and should consult with their own professional
advisors as to the relevant legal, tax, financial or other matters which pertain to their individual circumstances.

3

Cautionary Statement
regarding Forward-Looking Statements

This Management Information Circular and
the other documents incorporated by reference into this Management Information Circular contain or may contain “forward-looking
statements” or “forward-looking information” under applicable securities laws. Forward-looking terms such as
“may,” “will,” “could,” ‘should,” “would,” “plan,” “potential,”
“intend,” “anticipate,” “project,” “target,” “believe,” “estimate”
or “expect” and other words, terms and phrases of similar nature are often intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Forward-looking statements are statements which are
not historical fact and involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Such
forward-looking statements may include, but are not limited to, statements related to:

·

the Scheme and the expected timing and satisfaction of conditions precedent to the implementation
of the Scheme, including among others, shareholder approvals of both Great Panther and Beadell, regulatory, expert and court approvals
and other customary closing conditions;

·

the impact of the implementation of the Scheme on Great Panther’s earnings, mineral reserves
and resources estimated enterprise value and growth rate;

·

the expected strategic and integration opportunities and other synergies as a result of the implementation
of the Scheme and the expected financial and other benefits therefrom;

·

permitting, development and expansion at Beadell’s Tucano Gold Mine, including the preparation
of any feasibility studies, preceding on a basis consistent with current expectations and obtaining of services necessary to operate
the Tucano Gold Mine, in amounts and at prices to ensure the Tucano Gold Mine can be operated in an efficient manner;

that the exchange rate between the Canadian dollar and the Australian dollar will be approximately
consistent with current levels set out in this Management Information Circular; and

·

the expectation that Great Panther and its subsidiaries will remain compliant with its contractual
obligations.

Forward-looking statements in this Management
Information Circular are based on certain key expectations and assumptions made by Great Panther and Beadell. Although the management
of each of Great Panther and Beadell believes that the expectations and assumptions on which such forward-looking statements are
based are reasonable, undue reliance should not be placed on the forward-looking statements because Great Panther and Beadell can
give no assurance that they will prove to be correct. Additionally, forward-looking statements are subject to various risks and
uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations
expressed in this Management Information Circular. Important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the
section entitled “Risk Factors”, as well as the other information and risks contained in documents incorporated
herein by reference. Some of the key risks and uncertainties include statements related to:

·

the nature of the mining industry as an inherently dangerous business subject to a number of operational
risks;

·

the risks associated with resource exploration and development including failure to discover mineral
deposits or discovering mineral deposits that are insufficient in quantity and quality to return a profit from production;

·

fluctuation in commodity prices;

4

·

financing the development and exploration of Great Panther projects;

·

environmental hazards that exist on, or adjacent to, the Merged Group’s projects that may
result in the Merged Group being liable for losses and may be forced to undertake extensive remedial clean-up action;

·

the risks and hazards of the mining business may not be fully insurable, or coverage may not be
available under the Merged Group’s insurance policies;

·

the Merged Group will conduct operations in a number of jurisdictions whose laws differ significantly
and are subject to change in a manner that could limit or adversely affect exploration, development and operations;

·

potential cost overruns on any development;

·

title to mineral properties and ongoing compliance may be disputed and the Merged Group’s
interest in its properties may be subject to title defects, aboriginal land claims or claims of third parties;

·

the Merged Group’s mineral resources and mineral reserves could be lower than estimated;

·

competition in the mining industry;

·

risks relating to global economic conditions; and

·

volatility in the market price of the Great Panther Shares.

Additionally, there are also key risks
and uncertainties that are inherent in the nature of the Scheme, including:

·

fluctuation in value of the Scheme Consideration;

·

the impact of the announcement and pendency of the implementation of the Scheme on Great Panther’s
and Beadell’s businesses, results of operations, and financial conditions;

·

the risks related to Great Panther and Beadell being restricted in their business activities while
the Scheme Implementation Deed is in effect;

·

risks regarding the integration of the two companies and that not all anticipated synergies or
cost savings will be fully realized; and

·

failure to obtain required shareholder, regulatory, stock exchange and other third party approvals
in a timely manner or on conditions acceptable to the parties or the failure to satisfy other customary closing conditions or the
failure of the Scheme to be implemented for any other reason (or to be implemented in a timely manner).

The foregoing lists are not intended to
be exhaustive and there may be other key risks that are not listed above that are not presently known to Great Panther or that
Great Panther currently deems immaterial. Should one or more of these or other risks or uncertainties materialize, or should any
of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by
the forward-looking statements contained in this Management Information Circular. As a result of the foregoing, readers should
not place undue reliance on the forward-looking statements contained in this Management Information Circular.

The forward-looking statements contained
in this Management Information Circular are expressly qualified in their entirety by the foregoing cautionary statements. All such
forward-looking statements are based upon data available as of the date of this Management Information Circular or other specified
date and speak only as of such date. Each of Great Panther and Beadell disclaims any intention or obligation to update or revise
any forward-looking statements in

5

this Management Information Circular as
a result of new information or future events, except as may be required under applicable securities law.

This Information Circular has been prepared
in accordance with the requirements of Canadian provincial securities laws, which differ from the requirements of Australian and
U.S. securities laws. Unless otherwise indicated, all reserve and resource estimates included in this Information have been prepared
in accordance with NI 43-101 and the CIM Definition Standards adopted by the CIM. NI 43-101 is a rule developed by the Canadian
Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information
concerning mineral projects.

The technical information in this Management
Information Circular is derived from Great Panther’s technical reports and, where related to the Tucano Gold Mine, has also
been reviewed by Mr. Robert Brown, P.Eng. Mr. Brown is a Professional Engineer registered with the Association of Professional
Engineers and Geoscientists of British Columbia. He was the VP Exploration of Great Panther until December 31, 2016 and is currently
a consultant to Great Panther.

Great Panther Shareholders are cautioned
not to assume that any part of or all mineral deposits in the measured, indicated and inferred resource categories for Great Panther
and Beadell will ever be converted into reserves.

The following definitions are reproduced
from the latest version of the CIM Definition Standards, which were adopted by the CIM on May 10, 2014:

indicated mineral resource (also referred
to as an indicated resource)

That part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An indicated mineral resource has a lower level of confidence than that applying to a measured mineral resource and may only be converted to a probable mineral reserve.

inferred mineral resource (also referred to as an inferred resource)

That part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and may not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

measured mineral resource (also referred to as a measured resource)

That part of a mineral resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A measured mineral resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a proven mineral reserve or to a probable mineral reserve.

mineral reserve

The economically mineable part of a measured and/or indicated mineral resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of modifying factors. Such studies

6

demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a mineral reserve must be demonstrated by a pre-feasibility study or feasibility study.

mineral resource

A concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

probable mineral reserve

The economically mineable part of an indicated, and in some circumstances, a measured mineral resource. The confidence in the modifying factors applying to a probable mineral reserve is lower than that applying to a proven mineral reserve.

proven mineral reserve

The economically mineable part of a measured mineral resource. A proven mineral reserve implies a high degree of confidence in the modifying factors.

Great Panther Mineral
Resource Estimates

Full NI 43-101 disclosure of Great Panther’s
mineral resource estimates can be found in Great Panther’s Annual Information Form for the year ended December 31, 2017,
available on SEDAR, and incorporated herein by reference.

The mineral resource estimates for Great
Panther’s Guanajuato Mine Complex in this Management Information Circular are based on the technical report entitled “NI
43-101 Mineral Resource Update Technical Report on the Guanajuato Mine Complex, Guanajuato Mine and San Ignacio Mine, Guanajuato
State, Mexico”, dated February 28, 2018, (the “GMC Technical Report”), prepared by Matthew C. Wunder,
P.Geo., a “Qualified Person” under NI 43-101. The San Ignacio and Guanajuato mineral resource estimates are derived
from the GMC Technical Report and use an effective date of August 31, 2017. The GMC Technical Report used a metal price outlook
of US$17.00/oz silver and US$1,300/oz gold. Silver equivalent calculations used the same metal pricing.

The mineral resource estimates for Great
Panther’s Topia Mine in this Management Information Circular are based on the technical report entitled “NI 43-101
Report on the Topia Mine Mineral Resource Estimates, Topia Mine Mineral Resource Estimation, as of November 30th, 2014”
prepared by Robert F. Brown, P.Eng., a “Qualified Person” under NI 43-101, dated July 6, 2015 (in this section, the
“Topia Technical Report”). The Topia Technical Report uses an effective date of November 30, 2014. The Topia
Technical Report used assumed metals prices of US$1,200 per ounce gold, US$17.00 per ounce silver, US$0.90 per pound lead, and
US$0.95 per pound zinc. Silver equivalent calculations used the same metal pricing. Silver equivalent calculations for El Horcón
include lead content but not zinc, as the zinc would not be recovered in the Guanajuato plant. Robert F. Brown, P. Eng. is designated
as the Qualified Person under NI 43-101.

The resource estimates for Great Panther’s
Coricancha project in this Management Information Circular are based on the technical report entitled “Resource Update
Technical Report on the Coricancha Mine Complex, Huarochirí Province, Lima Region, Perú”, dated February
2, 2018 (the “Coricancha Technical Report”). The mineral resource update was submitted by Golder Associates
Inc. as Report Assembler of the work prepared by or under the supervision of the following “Qualified Persons” named
as authors: Ronald Turner, MAusIMM CP(Geo); Daniel Saint Don, P.Eng.; and Jeffrey Woods, P.E. The effective date of the Coricancha
Technical Report is December 20, 2017.

The full texts of each of the GMC Technical
Report, the Topia Technical Report and the Coricancha Technical Report are available for review on SEDAR located at www.sedar.com.

7

Beadell Reserve and
Resource Estimates

Beadell’s reserve and resource estimates
for the Tucano Gold Project as at June 30, 2017 have been derived from the NI 43-101 compliant Tucano Technical Report and are
presented in accordance with CIM Definition Standards. These estimates are summarized in Appendix E.

Beadell’s reserve and resource estimates
for the Tucano Gold Project as at June 30, 2018 have been prepared in accordance with the 2012 JORC Code under the rules of the
ASX. CIM definitions of the terms “mineral reserve”, “proven mineral reserve”, “probable mineral
reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource”
and “inferred mineral resource”, are substantially similar to the 2012 JORC Code corresponding definitions of the terms
“ore reserve”, “proved ore reserve”, “probable ore reserve”, “mineral resource”,
“measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”,
respectively. Estimates of mineral resources and mineral reserves prepared in accordance with the 2012 JORC Code would not be materially
different if prepared in accordance with the CIM Definition Standards. These estimates are summarized in Appendix E.

United States Investors

This Information Circular includes mineral
reserve estimates for Great Panther and Beadell that have been calculated in accordance with NI 43-101 and CIM Standards, as required
by Canadian securities regulatory authorities. The terms “mineral reserve”, “proven mineral reserve” and
“probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101 and CIM standards. These
definitions differ from the definitions adopted by the SEC in the SEC’s Industry Guide 7.

In addition, this Information
Circular uses the terms “measured mineral resources”, “indicated mineral resources” and “inferred
mineral resources” to comply with the reporting standards in Canada. We advise investors that while those terms are recognized
and required by Canadian regulations, these terms are not defined terms under SEC Industry Guide 7, are not recognized by the SEC
and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not
to assume that any part or all of the mineral deposits in these categories for either Great Panther or Beadell will ever be converted
into either NI 43-101 or SEC defined mineral reserves. These terms have a great amount of uncertainty as to their existence, and
great uncertainty as to their economic and legal feasibility.

Further, inferred resources
have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore,
investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules,
estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in
rare cases.

It cannot be assumed
that all or any part of measured mineral resources, indicated mineral resources, or inferred mineral resources will ever be upgraded
to a higher category. Investors are cautioned not to assume that any part of the reported measured mineral resources, indicated
mineral resources, or inferred mineral resources in this Management Information Circular is economically or legally mineable.

Disclosure of “contained
ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers
to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage
and grade without reference to unit measures.

For the above reasons, information contained
in this Management Information Circular containing descriptions of Great Panther’s and Beadell’s mineral deposits may
not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under
the United States federal securities laws and the rules and regulations thereunder.

8

Abbreviations

The following abbreviations are used in
this Management Information Circular:

Abbreviation

Meaning

Abbreviation

Meaning

Ag

silver

Moz

million ounces

AISC

all in sustaining cost

mRL

metres reduced level

Au

gold

Mt

million tonnes

CIL

carbon-in-leach

MVA

megavolt-ampere

COG

cut off grade

MW

mega watts

g/t

grams per tonne

RC

reverse circulation

koz

thousand ounces

SAG

semi-autogenous grinding

km

kilometre

t

tonne

km2

square kilometres

um

micrometre

kt

thousand tonnes

kV

thousand volts

lb

pound

m

metre

mbs

metres below surface

Currency

All references in this Management Information
Circular to “C$” are to Canadian dollars, to “US$” are to U.S. dollars, “A$” are to Australian
dollars and “B$” are to Brazilian Reals.

Currency Exchange Rate
Data

U.S. Dollar to Australian
Dollar

The following table shows, for the periods
and dates indicated, certain information regarding the U.S. dollar-to-Australian dollar exchange rate. The information is based
on the United States Federal Reserve closing U.S. dollar-to-Australian dollar exchange rate. Such exchange rate on December 14,
2018 was US$1 = A$1.3935.

Average(1)

Low

High

Year ended December 31, (A$ per US$1.00)

2017

$1.3037

$1.2390

$1.3829

2016

$1.3433

$1.2793

$1.4588

2015

$1.3295

$1.2177

$1.4457

Low

High

Month ended, (A$ per US$1.00)(1)

September 2018

$1.3394

$1.4071

June 2018

$1.3026

$1.3596

Notes:

(1)

The average of the daily exchange rates during the relevant period.

9

Canadian Dollar to
U.S. Dollar

The following table shows, for the periods
and dates indicated, certain information regarding the Canadian dollar-to-U.S. dollar exchange rate. The information is based on
the Bank of Canada closing Canadian dollar-to-U.S. dollar exchange rate. Such exchange rate on December 20, 2018 was C$1 = US$0.7410.

Average(1)

Low

High

Year ended December 31, (US$ per C$1.00)

2017

$0.7713

$0.7277

$0.8246

2016

$0.7551

$0.6853

$0.7983

2015

$0.7830

$0.7149

$0.8485

Low

High

Month ended, (US$ per C$1.00)(1)

September 2018

$0.7572

$0.7747

June 2018

$0.7504

$0.7735

Notes:

(1)

The average of the daily exchange rates during the relevant period.

U.S. Dollar to Brazilian
Real

The following table shows, for the periods
and dates indicated, certain information regarding the U.S. dollar-to-Brazilian Real exchange rate. The information is based on
the United States Federal Reserve closing U.S. dollar-to-Brazilian Real exchange rate. Such exchange rate on December 14, 2018
was US$1 = B$3.8970.

Average(1)

Low

High

Year ended December 31, (B$ per US$1.00)

2017

$3.1910

$3.0557

$3.3823

2016

$3.4839

$3.1142

$4.1299

2015

$3.3360

$2.5644

$4.1638

Low

High

Month ended, (B$ per US$1.00)(1)

September 2018

$3.7075

$4.2016

June 2018

$3.6745

$3.9294

Notes:

(1)

The average of the daily exchange rates during the relevant period.

10

QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE GREAT PANTHER MEETING

The following questions and answers are
intended to briefly address some commonly asked questions regarding the Scheme and matters to be addressed at the Great Panther
Meeting. These questions and answers may not address all questions that may be important to you. To better understand these matters,
and for a description of the legal terms governing the Scheme, you should carefully read this entire Management Information Circular,
including the attached appendices and schedules, as well as the documents that have been incorporated by reference into this Management
Information Circular.

Q:

Why am I receiving this Notice of Special Meeting and Management Information Circular?

You are receiving this Notice of Special
Meeting and Management Information Circular in connection with the Great Panther Meeting to be held on February 11, 2019 and the
solicitation by or on behalf of the Great Panther Board and management of Great Panther of proxies of Great Panther Shareholders
to vote for the Great Panther Scheme Resolution and the Name Change Resolution. Additionally, Laurel Hill Advisory Services has
been retained to assist with the solicitation of proxies, among other things.

Q:

When and where will the Great Panther Meeting be held?

The Great Panther Meeting will be held
at 9:00 a.m. (Vancouver time) on February 11, 2019 in Terrace Room B located at the Terminal City Club, 837 West Hastings Street,
Vancouver, British Columbia.

Q:

What is the Scheme?

On September 23, 2018, Great Panther entered
into the Scheme Implementation Deed with Beadell. The Scheme Implementation Deed provides for, among other things, the acquisition
of all of the Beadell Shares by Great Panther and the issue of the Great Panther Shares to Beadell Shareholders as consideration
for such acquisition.

Q:

Why is Great Panther Changing its Name?

The Transaction will create a new emerging
and growth-oriented precious metals producer focused on the Americas with strong geographic diversity across three leading mining
jurisdictions, and a diverse asset portfolio including three producing mines, an advanced stage project, and significant exploration
potential. Management of Great Panther, together with the Great Panther Board, are of the view that a change of Great Panther’s
name to “Great Panther Mining Limited” more accurately reflects the business objectives, asset base and operations
of Great Panther after giving effect to the Scheme, particularly as the Merged Group will change from being a primary silver producer
to having gold as its primary metal production by value, followed by silver. Precious metal production for the Merged Group is
expected to remain in excess of 90% of production value, based on September 30, 2018 production numbers for Great Panther and Beadell.

Q:

Why am I being asked to approve the Great Panther Scheme Resolution?

The TSX requires an acquiring company listed
on the TSX to obtain shareholder approval if the number of shares to be issued as consideration exceeds 25% of its outstanding
shares of such company. The Great Panther Shares to be issued by Great Panther to the Beadell Shareholders pursuant to the Scheme
Implementation Deed will represent approximately 38% of Great Panther’s outstanding Great Panther Shares after giving effect
to the acquisition of Beadell, on an undiluted basis. If approval of the Great Panther Scheme Resolution by the Great Panther Shareholders
is not obtained, Great Panther will not be able to complete the Scheme.

Q:

Who is Beadell?

Beadell is an ASX-listed gold mining company.
Beadell owns and operates the Tucano Gold Mine, located in Amapá State, northern Brazil. Tucano has approximately 1.26 million
ounces proven and probable gold reserves, approximately 2.05 million ounces of measured and indicated gold resources and 1.16 million
ounces of inferred gold, with over 2,500 km2 of highly prospective contiguous gold exploration tenements. Tucano’s
reserves and resources

11

are presented as at June 30, 2018 in accordance
with the 2012 JORC Code and are detailed in Appendix E – “Information Concerning Beadell Resources Limited”.

Q:

Does the Great Panther Board recommend that I vote FOR the Great Panther Scheme
Resolution and the Name Change Resolution?

Yes. The Great Panther Board unanimously
recommends that Great Panther Shareholders vote FOR the Great Panther Scheme Resolution and the Name Change Resolution.

Q:

How will Great Panther’s directors and executive officers vote?

Pursuant to Great Panther Support Agreements
entered into with Beadell on or about September 23, 2018, all Great Panther Directors and certain executive officers who are Great
Panther Shareholders have agreed to and will vote FOR the Great Panther Scheme Resolution.

As at the date hereof, Great Panther directors
and executive officers had the right to vote approximately 1,488,296 Great Panther Shares, representing approximately 0.88% of
the Great Panther Shares then outstanding and entitled to vote at the Great Panther Meeting.

In addition, it is expected that all Great
Panther directors and executive officers will vote in favour of the Name Change Resolution.

Q:

What are Great Panther’s reasons for the Scheme?

At a duly called meeting of the Great Panther
Board held on September 22, 2018, after due consideration and consultation with the Great Panther Special Committee, Great Panther’s
management and outside legal and financial advisors, the Great Panther Board unanimously approved the Scheme Implementation Deed
and the transactions contemplated thereby and authorized the issuance of the Great Panther Shares pursuant to the Scheme Implementation
Deed.

A detailed description of the factors that
the Great Panther Board and the Great Panther Special Committee considered is included in the section entitled “The Scheme
– Great Panther’s Reasons for the Scheme”.

Q:

What will Beadell Shareholders receive if the Scheme is implemented?

Under the terms of the Scheme Implementation
Deed, if the Scheme is implemented, each Beadell Share outstanding immediately prior to the implementation will automatically be
acquired by Great Panther and each Beadell Shareholder (other than an Ineligible Foreign Shareholder or Electing Small Shareholder)
will receive 0.0619 of a Great Panther Share. The Exchange Ratio is fixed and will not be adjusted to reflect changes in the price
of the Great Panther Shares, Beadell Shares or the Canadian dollar to Australian dollar exchange rate prior to the implementation
of the Scheme.

Ineligible Foreign Shareholders will not
be entitled to receive Great Panther Shares in connection with the Scheme. Any Great Panther Shares to which an Ineligible Foreign
Shareholder would otherwise be entitled to under the Scheme will be allotted to a Sale Agent, who will sell the Great Panther Shares
on their behalf and at their risk as soon as reasonably practicable following the implementation of the Scheme. The Ineligible
Foreign Shareholder will receive such proportion of the proceeds (after deducting any applicable brokerage, stamp duty and other
taxes and charges, and selling costs) as the number of Great Panther Shares which would have been issued to them (if they were
eligible to receive the Great Panther Shares) as a portion of all the Great Panther Shares which would have been issued to all
Ineligible Foreign Shareholders (if they were eligible to receive the Great Panther Shares), in full satisfaction of their rights
to the Scheme Consideration. In addition, Beadell Shareholders holding less than 10,000 Beadell Shares will be entitled to elect
for all, but not some, of their Beadell Shares to be dealt with in the same manner as the Beadell Shares held by Ineligible Foreign
Shareholders.

12

Q:

How many Great Panther Shares will be issued pursuant to the Scheme Implementation
Deed?

Based on the estimated number of Beadell
Shares expected to be outstanding at the implementation of the Scheme, Great Panther expects to issue up to 141,136,911 Great Panther
Shares in connection with the Scheme (representing up to 83.4% of the issued and outstanding Great Panther Shares), comprised of:

(a)

103,594,861 Great Panther Shares (approximately 61.2% of the number of the Great Panther Shares
outstanding) as consideration for the issued and outstanding Beadell Shares;

(b)

up to 1,720,820 Great Panther Shares as consideration for Beadell Shares issued upon the exercise
of outstanding Beadell Options prior to the completion of the Scheme;

(c)

272,526 Great Panther Shares as consideration for Beadell Shares to be issued in exchange for the
Beadell Performance Rights prior to the completion of the Scheme;

(d)

up to 9,749,727 Great Panther Shares issuable on the exercise of the Great Panther Replacement
Warrants to be issued in exchange for outstanding Beadell Warrants;

(e)

up
to 18,203,885 Great Panther Shares issuable in connection with certain indebtedness owing
to MACA2; and

(f)

up to 7,595,092 Great Panther Shares issuable in connection with the Beadell Debentures that are
being assumed by Great Panther on completion of the Scheme.

Based on the estimated number of Great
Panther Shares that are expected to be outstanding upon the implementation of the Scheme, Great Panther Shareholders will own approximately
62% of the outstanding Great Panther Shares after implementation of the Scheme (on an undiluted basis).

In the event Great Panther agrees to increase
the Scheme Consideration, for example if a competing offer arises, the TSX will generally not require further approvals from Great
Panther Shareholders for the issuance of up to an additional 35,284,228 Great Panther Shares, such number being 25% of the number
of Great Panther Shares being approved for issuance by Great Panther Shareholders in connection with the Scheme at the Great Panther
Meeting.

Q:

Following the implementation of the Scheme, what percentage of the outstanding
shares of Great Panther will Great Panther Shareholders own?

As of December 20, 2018, Great Panther
expects that, immediately following implementation of the Scheme, current Great Panther Shareholders will hold approximately 62%
of the then outstanding Great Panther Shares and former Beadell Shareholders will hold approximately 38% of the then outstanding
Great Panther Shares on an undiluted basis (without giving effect to the exercise or exchange of any Beadell Options or Beadell
Performance Rights prior to the implementation of the Scheme).

Q:

Is the obligation of each of Great Panther and Beadell to complete the Scheme subject
to any conditions?

The Scheme will not become effective until
and unless all of the conditions precedent set out in the Scheme Implementation Deed are satisfied or waived (if applicable), which
include but are not limited to the following:

§

no Material Adverse Change shall have occurred of either party as at 8:00 a.m. on the Second
Court Date;

§

no Beadell Regulated Event and no Great Panther Regulated Event shall have occurred as at 8:00 a.m.
on the Second Court Date;

2
Calculated for TSX approval purposes only based on (i) conversion by MACA of the maximum amount, (ii) current A$/C$ exchange
rates, and (iii) a theoretical minimum conversion price based on 50% of the current trading price of Great Panther Shares on the
TSX.

13

§

no Beadell Prescribed Occurrence and no Great Panther Prescribed Occurrence shall have occurred
as at 8:00 a.m. on the Second Court Date;

§

the representations and warranties of each of Beadell and Great Panther shall be true and correct
in all material respects as at 8:00 a.m. on the Second Court Date;

§

the Independent Expert shall have issued the Independent Expert’s Report which concludes
that the Scheme is in the best interests of Beadell Shareholders before the time when the Beadell Scheme Book is registered by
ASIC and the Independent Expert does not change that conclusion or withdraw its report prior to 8:00 a.m. on the Second Court Date;

§

Great Panther having received all necessary approvals from the TSX for the issuance of the Great
Panther Shares to Beadell Shareholders, and the conditional listing of such Great Panther Shares on the TSX subject to the filing
of required documentation;

§

Beadell delivers a legal opinion of its Brazilian counsel to Great Panther respecting the Beadell
mineral rights;

§

the MACA Agreement remains in full force and effect, and there is no breach or threatened breach
of the MACA Agreement, at all times between the date of the Scheme Implementation Deed and 8:00 a.m. on the Second Court Date;

§

on or before 8:00 a.m. on the Second Court Date, Beadell shall have obtained consents and waivers
of the lenders under the MACA Agreement, the Facility Agreement, and the ACCs for the transaction contemplated by the Scheme Implementation
Deed, as further set out in the Scheme Implementation Deed;

§

on or before 8:00 a.m. on the Second Court Date, the holders of the Beadell Convertible Debentures
shall have agreed in writing to either: (a) accept the offer required to be made by Beadell under the Beadell Debenture Indenture
to purchase those debentures upon the Effective Date; or (b) waive the obligation under the Beadell Debenture Indenture to make
an offer to purchase those debentures upon the Effective Date and consent to entering into of a supplemental indenture in respect
of the Beadell Convertible Debentures;

§

Beadell has entered into binding agreements with the holders of 100% of the Beadell Warrants to
accept the Warrant Consideration in exchange for their outstanding Beadell Warrants on the Scheme becoming Effective, or, if Beadell
proposes the Warrant Scheme, such Warrant Scheme receives the required approval of the holders of Warrants and the Court; and

§

on or before 8:00 a.m. on the Second Court Date, the Beadell Board has made a determination that
all Beadell Convertible Securities will have been vested and exercised or terminated as provided in the Scheme Implementation Deed.

In addition, there are several Conditions
Precedent that cannot be waived by either Beadell or Great Panther. These Conditions Precedent relate to: (i) Court approval of
the Scheme; (ii) Beadell Shareholder approval of the Scheme; (iii) Great Panther Shareholders approval of the Great Panther Scheme
Resolution; (iv) before 8:00 a.m. on the Second Court Date, the ASIC has issued or provided such consents, waivers or approvals
or done such other things as are reasonably necessary to implement the Scheme; and (v) FIRB approval (or non-objection) of the
transaction.

Great Panther and Beadell have been cooperating
to satisfy the Conditions Precedent referred to above. Details of the status of certain of these conditions precedent are disclosed
elsewhere in this Management Information Circular.

Q:

Are there risks associated with the Scheme?

Yes. Before making a decision on whether
and how to vote, you are urged to carefully read the section entitled “Risk Factors”, as well as the risk factors
set out in Appendices D and E.

14

Q:

When will the Scheme be implemented?

Great Panther and Beadell are working to
complete the Scheme as quickly as possible. In addition to regulatory, shareholder, court and third-party approvals, other important
conditions precedent to the completion of the Scheme exist. Assuming the satisfaction or waiver of all necessary conditions precedent,
Great Panther expects that the Scheme will be implemented in the first quarter of 2019. The Scheme Implementation Deed contains
an End Date of March 23, 2019 for the completion of the Scheme. For a discussion of the Conditions Precedent to the completion
of the Scheme, see the sections entitled “The Scheme – Third Party Required for the Scheme” and “The
Scheme Implementation Deed – Conditions Precedent.”

Q:

What happens if the Scheme is not completed?

If the Scheme is not completed for any
reason, Beadell Shareholders will not receive any consideration for their Beadell Shares, and Great Panther and Beadell will each
remain public companies independent of one another with the Great Panther Shares continuing to be traded on the TSX and the NYSE
(American).

Q:

Who is entitled to vote at the Great Panther Meeting?

Only Great Panther Shareholders of record
at the close of business on January 2, 2019, which is the Great Panther Record Date for the Great Panther Meeting, are entitled
to notice of the Great Panther Meeting and to vote thereat or at any adjournment or postponement thereof. As of the date hereof,
169,165,007 Great Panther Shares were issued and outstanding. Each issued and outstanding Great Panther Share on the Great Panther
Record Date is entitled to one vote on the Great Panther Scheme Resolution and the Name Change Resolution to be considered and
voted on at the Great Panther Meeting.

Q:

What is the quorum for the Great Panther Meeting?

A quorum for the transaction of business
at the Great Panther Meeting is at least two persons who are, or represent by proxy, Great Panther Shareholders entitled to be
voted at the Great Panther Meeting. If you submit a properly executed form of proxy or vote by telephone or the Internet, you will
be considered part of the quorum.

Q:

What vote is required to approve the Great Panther Scheme Resolution?

Pursuant to the policies of the TSX and
applicable corporate law, approval of the Great Panther Scheme Resolution and the Name Change Resolution requires the affirmative
vote of greater than 50% of the votes cast in respect of such resolution by Great Panther Shareholders present in person or represented
by proxy at the Great Panther Meeting.

For further information see the section
entitled “General Information for the Meeting – Required Vote”.

Q:

How do I vote my Great Panther Shares?

Registered Great Panther Shareholders (whose
Great Panther Shares are registered in their names) may vote their Great Panther Shares in the following ways:

§

Telephone: using a touch-tone telephone by calling 1 (866) 732-8683 (toll-free in North
America) or (312) 588-4290 (outside of North America).

§

Internet: by the Internet at www.investorvote.com.

15

§

Mail or Fax: by completing the enclosed form of proxy and signing, dating and returning
the form of proxy using the enclosed return envelope or otherwise sending it to:

Computershare Investor Services
Inc.

8th Floor, 100 University Avenue,

Toronto, Ontario, M5J 2Y1

Attention: Proxy Department

Fax: 1 (866) 249-7775 (toll-free
in North America) or (416) 263-9524 (outside of North America).

§

In Person: attending the Great Panther Meeting and voting in person.

If you are a Beneficial Great Panther Shareholder
and your Great Panther Shares are not registered in your name, but are held in the name of a nominee (usually a broker,
bank, trust company or other intermediary), you should have received a package of materials from your nominee and you should follow
the instructions therein. Beneficial Great Panther Shareholders who wish to attend the Great Panther Meeting and indirectly vote
their Great Panther Shares may only do so as proxyholder for the Registered Great Panther Shareholder.

Q:

What is a proxy?

A proxy is your legal designation of another
person, referred to as a “proxyholder,” to vote your Great Panther Shares. The document used to designate a proxyholder
to vote your Great Panther Shares is called a “form of proxy”.

Q:

Can I appoint someone other than the person(s) designated by management of Great
Panther to vote my Great Panther Shares?

Yes. A Great Panther Shareholder who wishes
to appoint some other person (who is not required to be a Great Panther Shareholder) as his, her or its proxyholder at the Great
Panther Meeting may do so either by inserting such person’s name in the blank space provided in the form of proxy and deleting
the names printed thereon or by completing a proper proxy. Such Great Panther Shareholder should notify the nominee of his or her
appointment and instruct the nominee on how the Great Panther Shares are to be voted.

Q:

If I am not going to attend the Great Panther Meeting, should I return my form
of proxy or otherwise vote my Great Panther Shares?

Yes. Completing, signing, dating and returning
the form of proxy by mail or fax, submitting a proxy by calling the toll-free number shown on the form of proxy or submitting a
proxy by visiting the website shown on the form of proxy ensures that your shares will be represented and voted at the Great Panther
Meeting, even if you otherwise do not attend.

Q:

Can I change or revoke my vote?

Yes. If you are a Registered Great Panther
Shareholder, you can change or revoke a previously delivered vote by:

§

voting again on the Internet or by telephone, or completing a new form of proxy that is dated later
than the form of proxy previously submitted and depositing it with Computershare Investor Services Inc. in accordance with the
instructions set out above no later than 9:00 a.m. (Vancouver time) on February 7, 2019, or, if the Great Panther Meeting is adjourned
or postponed, no later than 48 hours (excluding weekends and statutory holidays in the province of British Columbia) before the
Great Panther Meeting is reconvened;

§

depositing a written statement with Computershare Investor Services Inc. (executed by you or a
person authorized to sign on your behalf) in accordance with the instructions set out above no later than 9:00 a.m. (Vancouver
time) on February 7, 2019, or, if the Great Panther Meeting is adjourned or postponed, no later than 24 hours (excluding weekends
and statutory holidays in British Columbia) before the Great Panther Meeting is reconvened;

16

§

depositing a written statement with the scrutineers of the Great Panther Meeting, addressed to
the chair of the Great Panther Meeting, prior to the commencement of the Great Panther Meeting on the day of the Great Panther
Meeting, or if the meeting is adjourned postponed, prior to the commencement of the reconvened or postponed meeting on the day
of such reconvened or postponed meeting; or

§

in any other manner permitted by law.

If your Great Panther Shares are owned
by a corporation, your notice must be executed under corporate seal or by a duly authorized officer or attorney of the corporation.

If you are a Beneficial Great Panther Shareholder,
contact your nominee for instructions on how to change or revoke your vote.

Q:

What do I need to do now in order to vote on the Great Panther Scheme Resolution and the Name
Change Resolution?

You should carefully read and consider
the information contained in this Management Information Circular.

Registered Great Panther Shareholders should
then complete, sign and date the enclosed form of proxy and return it by: (a) mail in (i) the enclosed return envelope, or (ii)
an envelope addressed to Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario,
M5J 2Y1, Attention: Proxy Department; or (b) fax at 1 (866) 249-7775 (toll-free in North America) or (416) 263-9524 (outside of
North America), so that your Great Panther Shares may be voted at the Great Panther Meeting. To vote by Internet, please access
www.investorvote.com and follow the online voting instructions. To vote using the telephone voting services, call 1 (866) 732-8683
(toll-free in North America) or (312) 588-4290 (outside of North America). If you are unable to attend the Great Panther Meeting
in person please complete and deliver either: (a) the enclosed form of proxy prior to 9:00 a.m. (Vancouver time) on February 7,
2019, in the case of Registered Great Panther Shareholders; or (b) the enclosed voting instruction form in accordance with
the instructions provided by your nominee, in the case of Beneficial Great Panther Shareholders, to ensure your representation
at the Great Panther Meeting.

Beneficial Great Panther Shareholders should
follow the instructions provided by your nominee to ensure your vote is counted at the Great Panther Meeting.

Q:

Who can answer my questions?

If you have any questions about the information
contained in this Notice of Meeting and the accompanying Management Information Circular or if you require assistance with voting
your Great Panther Shares, please contact Great Panther’s proxy solicitation agent, Laurel Hill Advisory Services, by telephone
at 1 (877) 452-7184 toll-free in North America or at (416) 304-0211 for collect calls outside of North America or by email at assistance@laurelhill.com.

Q:

Where can I find more information about Great Panther, Beadell and the Transaction.

You can find out more information about
the transactions contemplated by the Scheme Implementation Deed by reading this Management Information Circular, including the
documents incorporated herein by reference, and by reading the full text of the Scheme Implementation Deed, a copy of which is
appended hereto as Appendix H.

Additional information about Great Panther
can be found under its profile on SEDAR at www.sedar.com or its website at www.greatpanther.com. The information contained in,
or that can be accessed through, Great Panther’s website is not intended to be incorporated by reference into this Management
Information Circular unless expressly provided for herein. Additional information about Beadell can be found on the website of
the ASX at www.asx.com.au or its website at www.beadellresources.com.au. The information contained in, or that can be accessed
through, the website of the ASX or Beadell’s website is not intended to be incorporated into this Management Information
Circular. In addition, Beadell is required to lodge various documents with ASIC. Copies of documents lodged with ASIC by Beadell
may be obtained from an ASIC office.

17

SUMMARY

The following is a summary of certain
information contained elsewhere in this Management Information Circular. This summary is qualified in its entirety by the more
detailed information appearing elsewhere in this Management Information Circular, including the appendices and schedules hereto
and the documents incorporated by reference herein. It is recommended that Great Panther Shareholders read this Management Information
Circular and consult with their own legal, tax, financial and other professional advisors with respect to the matters to be acted
on at the Great Panther Meeting. Capitalized terms used but not otherwise defined in this summary have the meanings set forth in
Appendix A.

The Great Panther Meeting

Time, Date and Place
of Meeting

The Great Panther Meeting will be held
in Terrace Room B located at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, at 9:00 a.m. (Vancouver
time) on February 11, 2019.

Great Panther Record
Date and Great Panther Shareholders Entitled to Vote

The Great Panther Board has fixed January
2, 2019 as the Great Panther Record Date for purposes of the entitlement to notice of and to vote at the Great Panther Meeting.
Great Panther Shareholders of record at the close of business on the Great Panther Record Date are entitled to notice of the Great
Panther Meeting and to vote thereat or at any adjournment or postponement thereof. To the extent a Great Panther Shareholder transfers
the ownership of any of its Great Panther Shares after the Record Date and the transferee of those Great Panther Shares establishes
that it owns those shares and requests at least 10 days before the Great Panther Meeting, to be included in the list of Great Panther
Shareholders eligible to vote at such meeting, such transferee will be entitled to vote such shares at such meeting.

As at the date hereof, there were issued
and outstanding a total of 169,165,007 Great Panther Shares. Each issued and outstanding Great Panther Share on the Great Panther
Record Date is entitled to one vote on each of the resolutions to be considered and voted on at the Great Panther Meeting. See
the section entitled “General Information for the Meeting – Record Date and Shareholders Entitled to Vote”.

Quorum

A quorum for the transaction of business
at the Great Panther Meeting is at least two persons who are, or represent by proxy, Great Panther Shareholders entitled to be
voted at the Great Panther Meeting. If you submit a properly executed form of proxy or vote by telephone or the Internet, you will
be considered part of the quorum. See the section entitled “General Information for the Meeting – Quorum”.

Purpose of the Meeting

The Great Panther Meeting is being held
for the following purposes:

1.

to consider and pass, with or without variation, an ordinary resolution, the full text of which
is set out in Appendix B of this Management Information Circular, authorizing and approving the issuance of the Great Panther Shares
as consideration for the acquisition of Beadell and pursuant to the terms of the Scheme Implementation Deed;

2.

to consider, and pass, with or without variation, an ordinary resolution, the full text of which
is set out in Appendix C of the accompanying Management Information Circular, authorizing and approving the change of Great Panther’s
name to “Great Panther Mining Limited” or such other name as may be determined and acceptable to the Great Panther
Board and the applicable regulatory authorities, as more fully described in this Management Information Circular; and

3.

to transact such other business that may properly come before the Great Panther Meeting or any
adjournment or postponement thereof.

18

Particulars of the subject matter of the
Great Panther Scheme Resolution and the Name Change Resolution are described in this Management Information Circular.

Required Vote

The Scheme cannot be completed without
Great Panther Shareholders approving the Great Panther Scheme Resolution in accordance with the policies of the TSX. Pursuant to
the policies of the TSX, approval of the Great Panther Scheme Resolution requires the affirmative vote of greater than 50% of the
votes cast in respect of such resolution by Great Panther Shareholders present in person or represented by proxy at the Great Panther
Meeting.

In addition, pursuant to applicable corporate
law, approval of the Name Change Resolution requires the affirmative vote of greater than 50% of the votes cast in respect of such
resolution by Great Panther Shareholders present in person or represented by proxy at the Great Panther Meeting.

If, in the case of Registered Great Panther
Shareholders, you submit a signed and dated blank form of proxy or, in the case of Beneficial Great Panther Shareholders, you submit
a signed and dated blank voting instruction form, your Great Panther Shares will be voted for the Great Panther Scheme Resolution.
If, in the case of Registered Great Panther Shareholders, you fail to submit a form of proxy or, in the case of Beneficial Great
Panther Shareholders, you fail to submit voting instructions to your nominee, your Great Panther Shares will not be counted as
present for purposes of a quorum, and it will have no effect on the Great Panther Scheme Resolution, assuming that a quorum is
otherwise present at the Great Panther Meeting. For more information, see the section entitled “General Information for
the Meeting – Required Vote”.

Voting by Directors
and Executive Officers

As of the date hereof, Great Panther directors
and executive officers had the right to vote approximately 1,488,296 Great Panther Shares, representing approximately 0.88% of
the Great Panther Shares then outstanding and entitled to vote at the Great Panther Meeting. All of the Great Panther Directors
and certain executive officers of Great Panther have entered into Great Panther Support Agreements and will vote for the Great
Panther Scheme Resolution. In addition, it is anticipated that all directors and executive officers of Great Panther will vote
in favour of the Name Change Resolution.

The Beadell Meeting
and Beadell Shareholder Approval

The Beadell Meeting will be held at 10:00
a.m. (Perth time or WST), on February 12, 2019, at The Celtic Club, 48 Ord Street, West Perth, Western Australia. At the Beadell
Meeting, Beadell Shareholders will be asked to consider and vote to approve the Scheme, pursuant to the Scheme Implementation Deed.

Approval of the Beadell Scheme Resolution
requires the affirmative vote of a majority in number (more than 50%) of Beadell Shareholders (other than the Excluded Shareholders)
who vote on the Beadell Scheme Resolution and at least 75% of the votes cast on the Beadell Scheme Resolution.

The Beadell Board unanimously recommended
that Beadell Shareholders vote in favour of the Beadell Scheme Resolution to approve the Scheme, in the absence of a Superior Proposal,
and on the basis that the Independent Expert has concluded that the Scheme is “not fair but reasonable in the absence of
a higher offer, and therefore in the best interests of Beadell Shareholders”.

The Scheme and the
Scheme Implementation Deed

The Scheme Implementation Deed provides
that, upon the terms and subject to the conditions set forth in the Scheme Implementation Deed, on the Effective Date, Great Panther
will acquire all of the Beadell Shares. Beadell will thereby become a wholly-owned subsidiary of Great Panther and will cease to
be a publicly-traded company. The terms and conditions of the Scheme are contained in the Scheme Implementation Deed, which is
described in this Management Information Circular and is attached in its entirety as Appendix H. You are encouraged to read the
Scheme Implementation Deed carefully, as it is the legal document that governs the Scheme. All descriptions in this summary

19

and
elsewhere in this Management Information Circular of the terms and conditions of the Scheme are qualified by reference to the Scheme
Implementation Deed.

Scheme Consideration

Beadell Shares

Under the terms of the Scheme Implementation
Deed, each Beadell Share (other than Beadell Shares held by Ineligible Foreign Shareholders and Electing Small Shareholders) will
be acquired by Great Panther in exchange for 0.0619 of a fully paid and non-assessable Great Panther Share.

Beadell Options and
Beadell Performance Warrants

Prior to the Beadell Scheme Record Date,
all outstanding Beadell Options will be exercised in exchange for Beadell Shares or will lapse or be terminated in accordance with
the Beadell Option Plan and all outstanding Beadell Performance Rights will vest and be exchanged for Beadell Shares in accordance
with the Beadell Performance Rights Plan. The holders of such Beadell Shares will receive Great Panther Shares at the Exchange
Ratio.

Beadell Warrants

Beadell has entered into binding agreements
with the holders of 100% of the Beadell Warrants to accept the Warrant Consideration in exchange for their outstanding Beadell
Warrants on the Scheme becoming Effective. Under such binding agreements, each holder of Beadell Warrants will receive a number
of Great Panther Replacement Warrants equal to the number of their Beadell Warrants multiplied by the Exchange Ratio at a price
adjusted in accordance with the Exchange Ratio, and otherwise on substantially the same terms and conditions as the original Beadell
Warrant.

Information about the
Merged Group

The acquisition of Beadell by Great Panther
will create a new emerging and growth oriented precious metals producer. Upon implementation of the Scheme, Great Panther will
continue to be a company existing under the laws of the Province of British Columbia, Canada, and former Beadell Shareholders (other
than Ineligible Foreign Shareholders and Electing Small Shareholders) will hold Great Panther Shares. The Great Panther Shares
will continue to be quoted on the TSX and the NYSE (American).

The Merged Group will be focused on the
Americas with strong geographic diversity across three leading mining jurisdictions, and a diverse asset portfolio including:

(a)

Beadell’s Tucano Gold Mine located in Brazil;

(b)

Great Panther’s Guanajuato Mine Complex located in Mexico;

(c)

Great Panther’s Topia Mine located in Mexico;

(d)

Great Panther’s Coricancha Mine in Peru

(e)

Great Panther’s El Horcon, Santa Rosa, and Plomo exploration properties in Mexico; and

(f)

Beadell’s Tartaruga Gold Exploration Project located in Brazil.

The foregoing assets are described in more
detail in Appendices D and E of this Management Information Circular.

Additional information in respect of the
Merged Group is set out in this Management Information Circular under the heading “Information Concerning the Merged Group”.
Consolidated pro forma financial information in respect of the Merged Group is set out in Appendix F to this Management Information
Circular.

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Information about the
Companies

Great Panther Silver
Limited

Great Panther was originally incorporated
under the Company Act (British Columbia) in 1965 under the name “Lodestar Mines Ltd.” On June 18, 1980, the
Great Panther Shares were listed on the TSX Venture Exchange. On March 22, 1996, Great Panther was continued under the Business
Corporation Act (Yukon). On July 9, 2004, Great Panther was continued to British Columbia under the Business Corporations
Act (British Columbia). On November 14, 2006, the Great Panther Shares began trading on the TSX. On February 8, 2011, the Great
Panther Shares were listed on the NYSE (American), while Great Panther retained its listing on the TSX.

Great Panther is presently a primary silver
mining and exploration company and its current business was effectively established on February 18, 2004 when the Company entered
into an option agreement, which granted it the right and option to purchase 100% of the ownership rights to its current day Topia
mine in the state of Durango, Mexico. The Company exercised its option to purchase the mine in in February 2005. Following this,
on October 25, 2005, the Company signed a formal purchase agreement to purchase 100% of the ownership rights in a group of producing
and non-producing silver-gold mines in the Guanajuato Mining District, which included the primary assets and concessions that comprise
the Company’s current day Guanajuato Mine Complex, including the San Ignacio mining concessions and the Cata processing plant.
In August 2012, the Company signed a definitive agreement for the purchase of a 100% interest in certain surface rights to a total
of 19.4 hectares at the San Ignacio Mine, for the construction of a mine portal and ancillary surface facilities. On June 30, 2017,
Great Panther purchased the Coricancha Mine in Peru.

Great Panther’s current activities
are focused on the mining of precious metals from its two wholly-owned operating mines in Mexico: the Guanajuato Mine Complex and
the Topia Mine. Great Panther is also advancing towards a decision to restart the Coricancha Mine in Peru with the initiation of
a bulk sample program following the completion of a positive preliminary economic assessment in May 2018. Great Panther also continues
to pursue the acquisition of additional mining operations or projects in the Americas.

Great Panther is a public company trading
on the TSX under the ticker symbol “GPR” and on the NYSE (American) under the ticker symbol “GPL”. Great
Panther’s principal executive offices are located at Suite 1330, 200 Granville Street, Vancouver, British Columbia V6C 1S4,
and its telephone number is (604) 608-1766.

Additional information about Great Panther
can be found under its profile on SEDAR at www.sedar.com or its website at www.greatpanther.com. The information contained in,
or that can be accessed through, Great Panther’s website is not intended to be incorporated by reference into this Management
Information Circular, except as expressly provided for herein.

For further information about Great Panther,
see Appendix D.

Beadell Resources
Limited

Beadell is a public company trading on
the ASX under the ticker symbol “BDR”. Beadell was incorporated on May 3, 2007 in Western Australia, Australia under
Australian Company Number ACN 125 222 291. Beadell operates the Tucano Gold Mine in mining-friendly Amapá State, northern
Brazil. Tucano is located within 2,500 km2 of highly prospective and under-explored “Birimian age” greenstone
terrane. The Tucano plant was recently upgraded to process approximately 3.5 million tonnes per year of oxide-sulphide ore feed
in for a range of blends. There is a pipeline of high potential in-mine and near-mine prospects, anchored by several high-grade
gold drill intervals over several metres, which represent a near-term opportunity to improve the head grade and prolong the mine
life.

Additional information about Beadell can
be found on the website of the ASX at www.asx.com.au or its website at www.beadellresources.com.au. The information contained in,
or that can be accessed through, the website of the ASX or Beadell’s website is not intended to be incorporated into this
Management Information Circular. In addition, Beadell is required to lodge various documents with ASIC. Copies of documents lodged
with ASIC by Beadell may be obtained from an ASIC office.

21

For further information about Beadell,
including copies of its 2017 Annual Report, 2016 Annual Report, management’s discussion and analysis for the nine-month period
ended September 30, 2018, and annual and interim financial statements for its most recently completed financial periods, see Appendix
E.

Recommendation of the
Great Panther Board

At its meeting held on September 22, 2018,
having undertaken a review of, and carefully considered, information concerning Beadell, the Scheme and alternatives, including
in-depth consultation with the Great Panther Special Committee, Great Panther’s management and Great Panther’s legal
and financial advisors (including, among other things, a review and consideration of the GMP Fairness Opinion), and consideration
of such other matters as the Great Panther Board considered relevant, the Great Panther Board unanimously: (a) determined that
the Scheme Implementation Deed and the transactions contemplated thereby are in the best interests of Great Panther; (b) approved
the Scheme Implementation Deed and the transactions contemplated thereby; and (c) resolved to unanimously recommend approval of
the Great Panther Scheme Resolution to the Great Panther Shareholders.

Accordingly, the Great Panther Board
unanimously recommends that Great Panther Shareholders vote FOR the Great Panther Scheme Resolution and the Name Change
Resolution. Each member of the Great Panther Board will vote, or procure the voting of, all Great Panther Shares held by
him or her in favour of the Great Panther Scheme Resolution and the Name Change Resolution.

Reasons for the Scheme

At its meeting held on September 22, 2018,
after due consideration and consultation with Great Panther’s management and outside legal and financial advisors, the Great
Panther Board unanimously approved the Scheme Implementation Deed and the transactions contemplated thereby and authorized the
issuance of Great Panther Shares pursuant to the Scheme Implementation Deed. In doing so, the Great Panther Board considered the
business, properties, development properties, assets, liabilities, strategic direction and prospects of Great Panther and Beadell.
Additionally, in making its determination, the Great Panther Board considered a number of factors, including, but not limited to,
the following:

Creation of a New Emerging Intermediate
Precious Metals Producer focused on the Americas

The Scheme will result in significant pro
forma gold and silver production, with Great Panther contributing approximately 4.0 million silver-equivalent ounces of production
in 2018, and Beadell contributing approximately 120,000 gold ounces in 2018, with potential for further increase upon a positive
decision to restart Coricancha. Coricancha has the potential to generate average annual production of 3.1 million ounces silver-equivalent
based on the results of a preliminary economic assessment completed in May 2018. The Merged Group will also have an increased public
float and broadened shareholder base, providing stronger liquidity and augmented scale in the capital markets.

Extensive Reserve and Resource Base

The Merged Group is anticipated to have
attributable proven and probable reserves of approximately 1.3 million ounces of gold. Beadell will also contribute measured and
indicated resources (exclusive of reserves) of approximately 0.8 million ounces of gold and inferred resources of approximately
1.5 million ounces of gold, supplementing Great Panther’s measured and indicated resources of approximately 49.4 million
ounces silver-equivalent and inferred resources of approximately 48.5 million ounces silver-equivalent. From a Great Panther perspective,
the Transaction would result in a Merged Group with reserves, when Great Panther previously had none, and would also be accretive
to Measured, Indicated and Inferred Resources. Tucano’s reserves and resources are presented as at June 30, 2018 in accordance
with the 2012 JORC Code and are detailed in Appendix E – “Information Concerning Beadell Resources Limited”.

22

Strong Balance Sheet to Support Complementary
Assets

The enhanced balance sheet of the Merged
Group, with a pro forma cash and short-term deposits balance of approximately US$53.5 million as at September 30, 2018 (after giving
effect to the Transaction and assuming acceptance of the Change of Control Purchase Offer in respect of the outstanding Beadell
Convertible Debentures), will enable ongoing optimization initiatives at Tucano. Additionally, the additional cash available may
provide some downside protection in the event of an operational delay or downward movement in the price of gold.

Cost Synergies and Efficiencies

The Merged Group will benefit from anticipated
corporate and administrative cost synergies associated with consolidating under a single executive team and head office.

Diversified Portfolio

The Merged Group will have three mining
operations in Mexico and Brazil along with the Coricancha project located in Peru. Operating risk is expected to be significantly
diversified with the inclusion of Brazil as a new core jurisdiction, which will represent 38% of pro forma share capital.

Robust Growth Profile

The Coricancha project provides near-term
optionality with a restart decision expected in early 2019. In addition, the Merged Group is expected to benefit from near-term
resource growth opportunities with multiple in-mine lease discoveries at Tucano and longer-term exploration optionality from Beadell’s
2,500 km2 highly prospective land package.

Attractive Re-Rating Potential

With a diversified portfolio of producing
assets, near-term growth opportunities backed by a strong balance sheet and a quality management team, the Merged Group is well
positioned for a re-rating, to the benefit of both Great Panther and Great Panther Shareholders.

The foregoing discussion of factors considered
by the Great Panther Board is not intended to be exhaustive and may not include all the factors considered by the Great Panther
Board. In view of the wide variety of factors considered in connection with its evaluation of the Scheme and the complexity of
these matters, the Great Panther Board did not attempt to quantify, rank or otherwise assign any relative or specific weights to
the factors that it considered in reaching its determination to approve the Scheme and the Scheme Implementation Deed. In addition,
individual members of the Great Panther Board may have given differing weights to different factors. The Great Panther Board conducted
an overall review of the factors described above and other material factors, including through discussions with, and inquiry of,
Great Panther’s management and outside legal and financial advisor.

Risk Factors

The Scheme and the transactions contemplated
by the Scheme Implementation Deed involve risks, some of which are related to the Scheme and others of which are related to Great
Panther’s business. In considering the Scheme and the transactions contemplated by the Scheme Implementation Deed, including
whether to vote for the Great Panther Scheme Resolution, Great Panther Shareholders should carefully consider the information about
these risks set forth under the section entitled “Risk Factors”, as well as the risk factors set out in Appendices
D and E.

Opinion of Great Panther’s
Financial Advisor

In connection with the Scheme, GMP, Great
Panther’s financial advisor, delivered to the Great Panther Special Committee an opinion as to the fairness, from a financial
point of view, of the Scheme Consideration to be paid by Great Panther in the Scheme. GMP’s opinion was only one of many
factors considered by the Great Panther Special

23

Committee and the Great Panther Board
in evaluating the Scheme and was not determinative of the views of the Great Panther Special Committee and the Great Panther
Board with respect to the Scheme or the Scheme Consideration.

GMP provided its opinion to the Great Panther
Special Committee for the sole benefit and use of the Great Panther Board in connection with and for purposes of its evaluation
of the Scheme Consideration to be paid by Great Panther in the Scheme, from a financial point of view. The GMP Fairness Opinion
does not address any other aspect of the Scheme and no opinion or view was expressed as to the relative merits of the Scheme in
comparison to other strategies or transactions that might be available and executable to Great Panther or in which Great Panther
might engage or as to the underlying business decision of Great Panther to proceed with or effect the Scheme. The GMP Fairness
Opinion does not constitute a recommendation to any Great Panther Shareholder as to how to vote or act in connection with the Scheme
or any related matter.

Delivery of GMP Fairness
Opinion

In connection with this engagement, GMP
rendered to the Great Panther Special Committee its written opinion to the effect that, as of September 23, 2018, and based on
and subject to the scope of review and approach to analysis, assumptions made, and limitations on the review undertaken as set
forth therein, the consideration to be paid by Great Panther in connection with the Transaction, is fair, from a financial point
of view, to Great Panther. A copy of the GMP Fairness Opinion is attached as Appendix G of this Management Information Circular.

Listing of Great Panther
Shares

It is a condition precedent to Great Panther’s
and Beadell’s obligation to effect the Scheme that the Great Panther Shares to be issued pursuant to the Scheme Implementation
Deed are conditionally approved for listing on the TSX, subject only to the provision of such required documentation as is customary
in the circumstances. Under the Scheme Implementation Deed, Great Panther is required to use its reasonable endeavours to obtain
the listing and admission for trading of the Great Panther Shares on the TSX. Great Panther has received the conditional approval
of the TSX and has applied to the NYSE (American) for the listing of the Great Panther Shares to be issued pursuant to the Scheme,
each subject to approval of the Great Panther Scheme Resolution and the filing of certain documents following implementation of
the Scheme.

Delisting and Deregistration
of Beadell Shares

As promptly as practicable after the Effective
Date, Beadell Shares currently listed on the ASX will cease to be listed and Beadell will be deregistered from the ASX.

Third Party Approvals
Required for the Scheme

To complete the Scheme and the other transactions
contemplated by the Scheme Implementation Deed, Great Panther and Beadell are required to use reasonable efforts to obtain all
necessary authorizations, consents and approvals and to make all necessary notifications, registrations and filings, including
any registrations, notifications and filings required to be made in connection with obtaining such approvals. Under the Scheme
Implementation Deed, Beadell is required, among other actions, to obtain an opinion on the Scheme by the Independent Expert and
seek the approval of the Scheme by the Court in accordance with the Australian Corporations Act. Beadell has obtained the opinion
of the Independent Expert who has concluded that the Scheme is “not fair but reasonable in the absence of a higher offer,
and therefore in the best interests of Beadell Shareholders”.

The Scheme Implementation Deed also includes
a condition precedent that Great Panther obtain an approval of the Treasurer under the Foreign Acquisitions and Takeovers Act
1975 (Australia) or confirmation that it was not applicable. On November 2, 2018, the Treasurer issued a statement of “no
objection”.

Great Panther and Beadell are not currently
aware of any material governmental filings, authorizations, approvals or consents that are required prior to the parties’
completion of the Scheme other than those described in this Management Information Circular. There can be no assurance, however,
if and when any of the approvals required to be obtained for the Scheme and the other transactions contemplated by the Scheme Implementation
Deed will be obtained or as to

24

the conditions or limitations that
such approvals may contain or impose. For a more detailed description of the approvals required for the Scheme, see the
section entitled “The Scheme Agreement – Conditions Precedent.”

Directors and Management
of Great Panther After Giving Effect to the Scheme

Following completion of the Scheme, the
Great Panther Board will be comprised of the same directors that currently serve on the Great Panther Board, with the addition
of Dr. Nicole Adshead-Bell, who is presently the Chief Executive Officer and the Managing Director of Beadell. The current management
team at Great Panther will continue to act in the same capacity as senior officers of Great Panther after giving effect to the
Transaction. See the section entitled “Information Concerning the Merged Group – Board and Management of the Merged
Group”.

Interests of Great
Panther’s Directors and Executive Officers in the Scheme and Other Matters

To the best of our knowledge, except as
otherwise disclosed herein, no person who has been a director or executive officer of Great Panther at any time since the beginning
of Great Panther’s last completed financial year, proposed nominee for election as a director of Great Panther, other insiders
of Great Panther nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect,
by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Great Panther Meeting.

Indicative Timetable

The following are proposed dates with respect
to implementation of the Scheme:

DATE

EVENT

9:00 a.m. (Vancouver time)

February 11, 2019

Great Panther Meeting

10:00 a.m. (Perth time)

February 12, 2019

Beadell Meeting

IF BEADELL SHAREHOLDERS APPROVE THE SCHEME AT THE SCHEME MEETING AND GREAT PANTHER SHAREHOLDERS APPROVE THE GREAT PANTHER SCHEME RESOLUTION

February 15, 2019

Second Court Date to approve the Scheme

February 18, 2019

Court order lodged with ASIC and announced on ASX

Effective Date – This is the date on which the Scheme comes into effect and is binding on Beadell Shareholders (other than Excluded Shareholders)

Beadell Shares will be suspended from trading on ASX at the close of trading on the Effective Date on ASX. If the Scheme proceeds, this will be the last day that Beadell Shares will trade on ASX

5:00 p.m. WST

February 25, 2019

Beadell Scheme Record Date – All Beadell Shareholders (other than Ineligible Foreign Shareholders and Electing Small Shareholders) who hold Beadell Shares on the Beadell Scheme Record Date will be entitled to receive the Scheme Consideration

March 5, 2019

Implementation Date – All Beadell Shareholders (other than Ineligible Foreign Shareholders and Electing Small Shareholders) will be issued the Scheme Consideration to which they are entitled on or around this date

Great Panther Shares issued in connection with the Scheme commence trading on TSX and NYSE (American)

All dates are indicative only and are subject
to the Court approval process, ASX and TSX approval, and the satisfaction or, where applicable, waiver of the conditions precedent.
See the section entitled “The Scheme Implementation Deed – Conditions Precedent”.

25

GENERAL
INFORMATION FOR THE MEETING

Date, Time and Place
of the Meeting

The Great Panther Meeting will be held
in Terrace Room B located at the Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia, at 9:00 a.m. (Vancouver
time) on February 11, 2019.

Record Date and Shareholders
Entitled to Vote

The Great Panther Board has fixed January
2, 2019 as the Great Panther Record Date for purposes of the entitlement to notice of and to vote at the Great Panther Meeting.
Great Panther Shareholders of record at the close of business on the Great Panther Record Date are entitled to notice of the Great
Panther Meeting and to vote thereat or at any adjournment or postponement thereof. To the extent a Great Panther Shareholder transfers
the ownership of any of its Great Panther Shares after the Record Date and the transferee of those Great Panther Shares establishes
that it owns those shares and requests at least 10 days before the Great Panther Meeting, to be included in the list of Great Panther
Shareholders eligible to vote at such meeting, such transferee will be entitled to vote such shares at such meeting.

As at the date hereof, there were issued
and outstanding a total of 169,165,007 Great Panther Shares. Each issued and outstanding Great Panther Share on the Great Panther
Record Date is entitled to one vote on each of the resolutions to be considered and voted on at the Great Panther Meeting.

As of the date of this Management Information
Circular, there are no preferred shares issued and outstanding.

Quorum

A quorum for the transaction of business
at the Great Panther Meeting is at least two persons who are, or represent by proxy, Great Panther Shareholders entitled to be
voted at the Great Panther Meeting. If you submit a properly executed form of proxy or vote by telephone or the Internet, you will
be considered part of the quorum.

Great Panther Shares held through a nominee
with respect to which the Beneficial Great Panther Shareholder fails to give voting instructions to the nominee, and Great Panther
Shares with respect to which the Beneficial Great Panther Shareholder otherwise fails to vote, will not be considered present for
the purpose of determining the presence of a quorum.

If a quorum is not present or if there
are not sufficient votes for the purposes of approval of the Great Panther Scheme Resolution, Great Panther expects that the Great
Panther Meeting will be adjourned or postponed to solicit additional proxies. At any subsequent reconvening of the Great Panther
Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original
convening of the Great Panther Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent
meeting. See the section entitled “General Information for the Meeting – Adjournment”.

Purpose of the Meeting

The Great Panther Meeting is being held
for the following purposes:

1.

to consider and pass, with or without variation, an ordinary resolution, the full text of which
is set out in Appendix B of this Management Information Circular, authorizing and approving the issuance of the Great Panther Shares
as consideration for the acquisition of Beadell and pursuant to the terms of the Scheme Implementation Deed;

2.

to consider, and pass, with or without variation, an ordinary resolution, the full text of which
is set out in Appendix C of the accompanying Management Information Circular, authorizing and approving the change of Great Panther’s
name to “Great Panther Mining Limited” or such other name as may be determined and acceptable to the Great Panther
Board and the applicable regulatory authorities; and

26

3.

to transact such other business that may properly come before the Great Panther Meeting or any
adjournment or postponement thereof.

The Scheme cannot be completed without
Great Panther Shareholders approving the Great Panther Scheme Resolution.

Business of the Great
Panther Meeting

Great Panther Scheme
Resolution

Pursuant to Section 611(c) of the TSX Company
Manual, security holder approval is required if the number of securities issued or issuable by a listed issuer in payment of the
purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a pre-acquisition,
non-diluted basis. Pursuant to the terms of the Scheme Implementation Deed and in connection with the Scheme, Great Panther has
agreed to issue 0.0619 of a validly issued, fully paid and non-assessable Great Panther Share in exchange for each Beadell Share
issued and outstanding on the Beadell Scheme Record Date (other than Excluded Shares).

Based on the estimated number of Beadell
Shares expected to be outstanding at the implementation of the Scheme, Great Panther expects to issue up to 141,136,911 Great Panther
Shares in connection with the Scheme (representing up to 83.4% of the issued and outstanding Great Panther Shares), comprised of:

(a)

103,594,861 Great Panther Shares (approximately 61.2% of the number of the Great Panther Shares
outstanding) as consideration for the issued and outstanding Beadell Shares;

(b)

up to 1,720,820 Great Panther Shares as consideration for Beadell Shares issued upon the exercise
of outstanding Beadell Options prior to the completion of the Scheme;

(c)

272,526 Great Panther Shares as consideration for Beadell Shares to be issued in exchange for the
Beadell Performance Rights prior to the completion of the Scheme;

(d)

up to 9,749,727 Great Panther Shares issuable on the exercise of the Great Panther Replacement
Warrants to be issued in exchange for outstanding Beadell Warrants;

(e)

up
to 18,203,885 Great Panther Shares issuable in connection with certain indebtedness owing
to MACA3; and

(f)

up to 7,595,092 Great Panther Shares issuable in connection with the Beadell Debentures that are
being assumed by Great Panther on completion of the Scheme.

Based on the estimated number of Great
Panther Shares that are expected to be outstanding upon the implementation of the Scheme, Great Panther Shareholders will own approximately
62% of the outstanding Great Panther Shares after implementation of the Scheme (on an undiluted basis).

In the event Great Panther agrees to increase
the Scheme Consideration, for example if a competing offer arises, the TSX will generally not require further approvals from Great
Panther Shareholders for the issuance of up to an additional 35,284,228 Great Panther Shares, such number being 25% of the number
of Great Panther Shares being approved for issuance by Great Panther Shareholders in connection with the Scheme at the Great Panther
Meeting.

At the Great Panther Meeting, Great Panther
Shareholders will be asked to consider and pass with or without variation, the Great Panther Scheme Resolution, the text of which
is attached as Appendix B, approving the issuance of the Great Panther Shares to Beadell Shareholders in connection with the Scheme.

3 Calculated for TSX approval
purposes only based on (i) conversion by MACA of the maximum amount, (ii) current A$/C$ exchange rates, and (iii) a theoretical
minimum conversion price based on 50% of the current trading price of Great Panther Shares on the TSX.

27

In accordance with the terms of the Scheme
Implementation Deed, it is a condition precedent to the completion of the Scheme that the Great Panther Scheme Resolution be approved
by the Great Panther Shareholders.

The Great Panther Board unanimously
recommends that Great Panther Shareholders vote FOR the Great Panther Scheme Resolution. Each member of the Great
Panther Board will vote, or procure the voting of, all Great Panther Shares held by him or her in favour of the Great Panther Scheme
Resolution.

Name Change Resolution

The Scheme will create a new emerging and
growth-oriented precious metals producer focused on the Americas with strong geographic diversity across three leading mining jurisdictions,
and a diverse asset portfolio including three producing mines, an advanced stage project, and significant exploration potential.
Management of Great Panther, together with the Great Panther Board, are of the view that a change of Great Panther’s name
to “Great Panther Mining Limited” more accurately reflects the business objectives, asset base and operations of Great
Panther after giving effect to the Scheme, particularly as the Merged Group will change from being a primary silver producer to
having gold as its primary metal production by value, followed by silver. Precious metal production for the Merged Group is expected
to remain in excess of 90% of production value, based on September 30, 2018 production numbers for Great Panther and Beadell.

The Great Panther Board may determine not
to implement the Name Change at any time after the Great Panther Meeting and after receipt of necessary regulatory approvals, but
prior to the issuance of a certificate of amendment, without further action on the part of the Great Panther Shareholders.

Great Panther Shareholders will be asked
to consider and, if thought appropriate, to pass, with or without variation, the Name Change Resolution authorizing the Great Panther
Board, in its sole discretion, to effect the Name Change, the text of which resolution is attached in Appendix C hereto.

The Great Panther Board unanimously
recommends that Great Panther Shareholders vote FOR the Name Change Resolution.

Required Vote

The Scheme cannot be completed without
Great Panther Shareholders approving the Great Panther Scheme Resolution. Approval of the Great Panther Scheme Resolution requires
the affirmative vote of a majority of the votes cast in respect of the resolution by Great Panther Shareholders present in person
or represented by proxy at the Great Panther Meeting. The Name Change Resolution must be approved by the affirmative vote of greater
than 50% of the votes cast by Great Panther Shareholders present in person or represented by proxy at the Great Panther Meeting.

If, in the case of Registered Great Panther
Shareholders, you submit a signed and dated blank form of proxy or, in the case of Beneficial Great Panther Shareholders, you submit
a signed and dated blank voting instruction form, your Great Panther Shares will be voted for the Great Panther Scheme Resolution
and the Name Change Resolution. If, in the case of a Registered Great Panther Shareholders, you fail to submit a form of proxy
or, in the case of Beneficial Great Panther Shareholders, you fail to submit voting instructions to your nominee, your Great Panther
Shares will not be counted as present for purposes of a quorum, and it will have no effect on the Great Panther Scheme Resolution
or the Name Change Resolution, assuming that a quorum is otherwise present at the Great Panther Meeting.

Voting by Directors
and Executive Officers

As at the date hereof, Great Panther directors
and executive officers had the right to vote approximately 1,488,296 Great Panther Shares, representing approximately 0.88% of
the Great Panther Shares then outstanding and entitled to vote at the Great Panther Meeting. All of the Great Panther Directors
and certain executive officers of Great Panther have entered into Great Panther Support Agreements and will vote for the Great
Panther Scheme Resolution. In addition, it is anticipated that all directors and executive officers of Great Panther will vote
in favour of the Name Change Resolution.

28

As of the date hereof, the directors and
executive officers of Beadell own no Great Panther Shares.

Adjournment

In accordance with Great Panther’s
constating documents, the chair of a meeting of Great Panther Shareholders may, and if so directed by the meeting must, adjourn
such meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the
business left unfinished at the earlier meeting from which the adjournment took place.

In the case of the reconvening of any adjourned
Great Panther Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at
the original convening of the Great Panther Meeting, except for any proxies that have been validly revoked or withdrawn prior to
the reconvened meeting. See the section entitled “General Information for the Meeting – Appointment and Revocation
of Proxies”.

Solicitation of Proxies

This Management Information Circular is
furnished in connection with the solicitation of proxies by or on behalf of the Great Panther Board and management of Great Panther
for use at the Great Panther Meeting, and at any adjournment or postponement thereof, for the purposes set forth in the Notice
of Special Meeting. The Great Panther Board and management of Great Panther are soliciting proxies of all Registered Great Panther
Shareholders and Beneficial Great Panther Shareholders primarily by mail and electronic means, supplemented by telephone or other
contact by employees of Great Panther (who will receive no additional compensation) and all such costs will be borne by Great Panther.
Great Panther has engaged Laurel Hill Advisory Group as its proxy solicitation agent and will pay it fees of C$35,000 in addition
to certain out-of-pocket expenses. Great Panther may also reimburse brokers and other persons holding Great Panther Shares in their
name or in the name of nominees for their costs incurred in sending proxy material to their principals in order to obtain their
proxies.

The majority of brokers now delegate responsibility
for obtaining instructions from clients to Broadridge Financial Services (“Broadridge”). Broadridge typically
mails a scannable voting instruction form (“VIF”) in lieu of the form of proxy. Great Panther may use Broadridge’s
QuickVote™ service to assist Beneficial Great Panther Shareholders with voting their Great Panther Shares. Certain Beneficial
Great Panther Shareholders who have not objected to Great Panther knowing who they are may be contacted by Great Panther’s
proxy solicitation agent, Laurel Hill Advisory Group, to conveniently vote directly over the telephone. Broadridge then tabulates
the results of all instructions received and provides the appropriate instructions with respect to the Great Panther Shares to
be represented at the Great Panther Meeting.

If you have any questions about the Scheme,
the other transactions contemplated by the Scheme Implementation Deed, including the Great Panther Scheme Resolution or the Name
Change Resolution, the Great Panther Meeting or the proxy materials or if you need assistance submitting your form of proxy or
voting your Great Panther Shares or need additional copies of this document or the enclosed form of proxy, you should contact Great
Panther’s proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1 (877) 452-7184 toll-free in North America
or at (416) 304-0211 for collect calls outside of North America or by email at assistance@laurelhill.com.

This Management Information Circular does
not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation
of a proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making
such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

Notice and Access Process

Notice and Access means provisions concerning
the delivery of proxy-related materials to Great Panther Shareholders found in Section 9.1.1 of NI 51-102, in the case of Registered
Great Panther Shareholders, and section 2.7.1 of NI 54-101, in the case of Beneficial Great Panther Shareholders (collectively,
the “Notice and Access Provisions”), which would allow an issuer to deliver an information circular forming
part of proxy-related materials to shareholders via certain specified electronic means provided that the conditions of NI 51-102
and NI 54-101 are met.

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The Notice and Access Provisions are a
mechanism which allows reporting issuers, other than investment funds, to choose to deliver proxy-related materials to registered
holders and beneficial owners of securities by posting such materials on a non-SEDAR website (usually the reporting issuer’s
website and sometimes the transfer agent’s website) rather than delivering such materials by mail. The Notice and Access
Provisions can be used to deliver materials for both special and general meetings. Reporting issuers may still choose to continue
to deliver such materials by mail, and beneficial owners will be entitled to request delivery of a paper copy of the information
circular at the reporting issuer’s expense.

The use of the Notice and Access Provisions
reduces paper waste and mailing costs of the issuer. In order for Great Panther to utilize the Notice and Access Provisions to
deliver proxy-related materials by posting an information circular (and if applicable, other materials) electronically on a website
that is not SEDAR, Great Panther must send a notice to Great Panther Shareholders, including Beneficial Great Panther Shareholders,
indicating that the proxy-related materials have been posted and explaining how a Great Panther Shareholder can access them or
obtain from Great Panther a paper copy of those materials. This Management Information Circular has been posted in full at www.greatpanther.com,
at www.envisionreports.com/Great-Panther-Special and under the Great Panther’s profile at www.sedar.com.

In order to use Notice and Access Provisions,
a reporting issuer must set the record date for notice of the meeting to be on a date that is at least forty days prior to the
meeting in order to ensure there is sufficient time for the materials to be posted on the applicable website and other materials
to be delivered to shareholders. The Notice and Access notification, which requires Great Panther to provide basic information
about the Great Panther Meeting and the matters to be voted on, explains how a Great Panther Shareholder can obtain a paper copy
of this Management Information Circular and any related materials. A Notice and Access notification has been delivered to Great
Panther Shareholders by Great Panther, along with the applicable voting document (a form of proxy in the case of Registered Great
Panther Shareholders or a voting instruction form in the case of Beneficial Great Panther Shareholders).

Great Panther is required to file a notification
at least twenty-five days prior to the Great Panther Record Date indicating its intent to use the Notice and Access Provisions.

Great Panther will not rely upon the use
of “stratification”. Stratification occurs when a reporting issuer using the Notice and Access Provisions provides
a paper copy of the Management Information Circular with the notice to be provided to Great Panther Shareholders as described above.
In relation to the Great Panther Meeting, all Great Panther Shareholders will have received the required documentation under the
Notice and Access Provisions and all documents required to vote in respect of all matters to be voted on at the Great Panther Meeting.
No Great Panther Shareholder will receive a paper copy of the Management Information Circular from Great Panther or any intermediary
unless such Great Panther Shareholder specifically requests same.

Any Great Panther Shareholder who wishes
to receive a paper copy of this Management Information Circular must make contact with Great Panther at Suite 1330, 200 Granville
Street, Vancouver, British Columbia V6C 1S4, by telephone at (604) 608-1766, toll free: (888) 355-1766 or by fax: (604) 608-1768.
In order to ensure that a paper copy of the Management Information Circular can be delivered to a requesting Great Panther
Shareholder in time for such Great Panther Shareholder to review the Management Information Circular and return a proxy or voting
instruction form prior to the proxy deadline, it is strongly suggested that a Great Panther Shareholder ensure their request is
received by Great Panther no later than January 29, 2019.

All Great Panther Shareholders may call
(888) 355-1766 (toll free) in order to obtain additional information relating to the Notice and Access Provisions or to obtain
a paper copy of the Management Information Circular, up to and including the date of the Great Panther Meeting, including any adjournment
thereof.

Appointment and Revocation
of Proxies

Each of the persons named in the accompanying
form of proxy or voting instruction form is a director or an executive officer of Great Panther. A Great Panther Shareholder
who wishes to appoint some other person (who is not required to be a Great Panther Shareholder) as his, her or its proxyholder
at the Great Panther Meeting may do so either by inserting such person’s name in the blank space provided in the form of
proxy or voting instruction form and deleting the names printed thereon or by completing a proper form of proxy or voting

30

instruction
form. Such Great Panther Shareholder should notify the nominee of his or her appointment and instruct the nominee on how the
Great Panther Shares are to be voted.

A proxy will not be valid for the Great
Panther Meeting or any adjournment or postponement thereof unless it is signed by the Great Panther Shareholder or by the Great
Panther Shareholder’s attorney authorized in writing or, if the Great Panther Shareholder is a corporation, it must be executed
under corporate seal or by a duly authorized officer or attorney of the corporation and delivered to Great Panther, c/o Computershare
Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department
or by fax at 1 (866) 249-7775 (toll-free in North America) or (416) 263-9524 (outside of North America), not later than 9:00 a.m.
(Vancouver time) on February 7, 2019, or if the Great Panther Meeting is adjourned or postponed, no later than 48 hours (excluding
weekends and statutory holidays in the province of British Columbia) before the Great Panther Meeting is reconvened. Late proxies
may be accepted or rejected by the chair at his or her discretion and the chair is under no obligation to accept or reject any
particular late proxy. The deadline for the deposit of proxies may be waived or extended by the chair at his or her discretion
without notice.

Registered Great Panther Shareholders may
also vote their Great Panther Shares using a touch-tone telephone by calling 1 (866) 732-8683 (toll-free in North America) or (312)
588-4290 (collect outside of North America) or by the Internet at www.investorvote.com. If voting by phone or on the Internet,
please follow the instructions carefully and ensure that you have your form of proxy in hand as you will be required to enter the
control number located on the form of proxy. Your vote must be received not later than 9:00 a.m. (Vancouver time) on February 7,
2019, or if the Great Panther Meeting is adjourned or postponed, no later than 48 hours (excluding weekends and statutory holidays
in the Province of British Columbia) before the Great Panther Meeting is reconvened. If you wish to attend the Great Panther Meeting
in person or appoint someone else to attend on your behalf, you must do so either by the Internet, mail or fax. The telephone voting
service is not available for this purpose.

Only Registered Great Panther Shareholders
can change or revoke a previously delivered vote by: (a) voting again on the Internet or by telephone, or completing a new
form of proxy that is dated later than the form of proxy previously submitted and depositing it with Computershare Investor Services
Inc. in accordance with the instructions set out above no later than 9:00 a.m. (Vancouver time) on February 7, 2019, or, if the
Great Panther Meeting is adjourned or postponed, no later than 48 hours (excluding weekends and statutory holidays in the Province
of British Columbia) before the Great Panther Meeting is reconvened; (b) depositing a written statement with: (i) Computershare
Investor Services Inc. (executed by you or a person authorized to sign on your behalf) in accordance with the instructions set
out above no later than 9:00 a.m. (Vancouver time) on February 7, 2019, or, if the Great Panther Meeting is adjourned or postponed,
no later than 24 hours (excluding weekends and statutory holidays in British Columbia) before the Great Panther Meeting is reconvened
or (ii) the scrutineers of the Great Panther Meeting, addressed to the chair of the Great Panther Meeting, prior to the commencement
of the Great Panther Meeting on the day of the Great Panther Meeting, or if the meeting is adjourned postponed, prior to the commencement
of the reconvened or postponed meeting on the day of such reconvened or postponed meeting; or (c) in any other manner permitted
by law.

Beneficial Great Panther Shareholders who
wish to change their vote must, in sufficient time in advance of the Great Panther Meeting, arrange for their respective intermediaries
to change their vote and, if necessary, revoke their proxy in accordance with the revocation procedures set out above.

Advice to Beneficial
Holders of Great Panther Shares

The information set forth in this section
is of significant importance to many Great Panther Shareholders, as a substantial number of Great Panther Shareholders do not hold
Great Panther Shares in their own name. Beneficial Great Panther Shareholders should note that only proxies deposited by Great
Panther Shareholders whose names appear on the records of Great Panther as the registered holder of Great Panther Shares can be
recognized and acted upon at the Great Panther Meeting. If Great Panther Shares are listed in an account statement provided to
a Beneficial Great Panther Shareholder by a broker, then in almost all cases those Great Panther Shares will not be registered
in the Great Panther Shareholder’s name on the records of Great Panther. In Canada, the majority of Great Panther Shares
are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts
as nominee for many Canadian brokerage firms). Great Panther Shares held by brokers or their agents or nominees can only be voted
upon the instructions of the Beneficial Great Panther Shareholder. Without specific instructions, brokers, banks, trust companies
or other intermediaries or nominees are prohibited from voting

31

Great Panther Shares for their clients. Therefore, Beneficial
Great Panther Shareholders should ensure that the instructions regarding the voting of their Great Panther Shares are communicated
to the appropriate person on a timely basis.

In Canada, brokers, banks, trust companies
or other intermediaries or nominees are required to seek voting instructions from Beneficial Great Panther Shareholders in advance
of shareholder meetings. Each nominee has its own mailing procedures and provides its own return instructions to clients, which
should be carefully followed by Beneficial Great Panther Shareholders in order to ensure that their Great Panther Shares are voted
at the Great Panther Meeting. In some cases, the VIF provided to Beneficial Great Panther Shareholders by their nominee is very
similar, even identical, to the form of proxy provided to registered Great Panther Shareholders. However, its purpose is limited
to instructing the registered Great Panther Shareholder (the nominee) on how to vote on behalf of the Beneficial Great Panther
Shareholder. Most brokers now delegate responsibility for obtaining voting instructions from clients to Broadridge. Broadridge
typically prepares a machine readable VIF which is mailed to Beneficial Great Panther Shareholders with a request that Beneficial
Great Panther Shareholders complete and return the forms by mail or facsimile. Alternatively, Beneficial Great Panther Shareholders
can call a toll-free number or vote online at www.proxyvote.com using the 16 digit control number provided on their VIF. Broadridge
then tabulates the results of the voting instructions received and provides appropriate instructions regarding the voting of Great
Panther Shares to be represented at the Great Panther Meeting. A Beneficial Great Panther Shareholder receiving a VIF from Broadridge
cannot use that form to vote Great Panther Shares directly at the Great Panther Meeting. The VIF must be returned to Broadridge
or voting instructions communicated to Broadridge well in advance of the Great Panther Meeting in order to have such Great Panther
Shares voted at the Great Panther Meeting.

Although a Beneficial Great Panther Shareholder
may not be recognized directly at the Great Panther Meeting for the purposes of voting Great Panther Shares registered in the name
of his, her or its nominee, a Beneficial Great Panther Shareholder may attend the Great Panther Meeting as proxyholder for the
registered Great Panther Shareholder and vote the Great Panther Shares in that capacity. Beneficial Great Panther Shareholders
who wish to attend the Great Panther Meeting and indirectly vote their Great Panther Shares must do so as proxyholder for the registered
Great Panther Shareholder. They should contact their nominee well in advance of the Great Panther Meeting for instructions on how
to do so.

Voting of Proxies

All Great Panther Shares represented at
the Great Panther Meeting by a properly executed proxy will be voted on any ballot that may be called for, and where a choice with
respect to any matter to be acted upon has been specified in the form of proxy, the Great Panther Shares represented by the proxy
will be voted or withheld from voting in accordance with such specification. In the absence of any such specification or instruction,
the persons whose names appear on the form of proxy, if named as proxyholders, will vote in favour of the Great Panther Scheme
Resolution.

The enclosed form of proxy confers discretionary
authority upon the persons named therein with respect to amendments or variations to matters identified in the Notice of Special
Meeting and any other matters which may properly come before the Great Panther Meeting. As of the date hereof, management of
Great Panther is not aware of any amendments, variations or other matters to be presented for action at the Great Panther Meeting.
If, however, amendments, variations or other matters properly come before the Great Panther Meeting, the persons designated in
the form of proxy will vote thereon in accordance with their judgment pursuant to the discretionary authority conferred by such
proxy with respect to such matters.

Voting Shares and Principal
Holders

To the knowledge of the Great Panther Board
and of the executive officers of Great Panther no person beneficially owns, or controls or directs, directly or indirectly, voting
securities carrying 10% or more of the voting rights attached to any class of voting securities of Great Panther.

32

THE
SCHEME

This section of this Management Information
Circular describes the various aspects of the Scheme and related matters. This section may not contain all of the information that
is important to you. You should carefully read this entire Management Information Circular and the documents incorporated by reference
into this Management Information Circular, including the full text of the Scheme Implementation Deed, which is attached as Appendix
H hereto, for a more complete understanding of the Scheme. In addition, important business and financial information about each
of Great Panther and Beadell is included in or incorporated by reference into this Management Information Circular.

Transaction Structure

The Scheme Implementation Deed provides
that, subject to the terms and conditions of the Scheme Implementation Deed, on the Effective Date, Great Panther will acquire
all of the Beadell Shares and Beadell will become a wholly-owned subsidiary of Great Panther. The terms and conditions of the Scheme
are contained in the Scheme Implementation Deed, which is described in this Management Information Circular and attached in its
entirety as Appendix H hereto. You are encouraged to read the Scheme Implementation Deed carefully, as it is the legal document
that governs the Scheme. All descriptions in this summary and elsewhere in this Management Information Circular of the terms and
conditions of the Scheme are qualified by reference to the Scheme Implementation Deed.

Scheme Consideration

Beadell Shares

Under the terms of the Scheme Implementation
Deed, each Beadell Share (other than Beadell Shares held by Ineligible Foreign Shareholders and Electing Small Shareholders) will
be acquired by Great Panther in exchange for 0.0619 of a fully paid and non-assessable Great Panther Share.

Beadell Options and
Beadell Performance Rights

Prior to the Beadell Scheme Record Date,
all outstanding Beadell Options will be exercised in exchange for Beadell Shares or will lapse or be terminated in accordance with
the Beadell Option Plan and all outstanding Beadell Performance Rights will vest and be exchanged for Beadell Shares in accordance
with the Beadell Performance Rights Plan. The holders of such Beadell Shares will receive Great Panther Shares at the Exchange
Ratio.

Beadell Warrants

Beadell has entered into binding agreements
with the holders of 100% of the Beadell Warrants to accept the Warrant Consideration in exchange for their outstanding Beadell
Warrants on the Scheme becoming Effective. Under such binding agreements, each holder of Beadell Warrants will receive a number
of Great Panther Replacement Warrants equal to the number of their Beadell Warrants multiplied by the Exchange Ratio at a price
adjusted in accordance with the Exchange Ratio, and otherwise on substantially the same terms and conditions as the original Beadell
Warrant.

Fractional Shares

Where the calculation of the number of
Great Panther Shares to be issued to a particular Beadell Shareholder would result in such Beadell Shareholder becoming entitled
to a fraction of a Great Panther Share, the fractional entitlement will be rounded down to the nearest whole number of Great Panther
Shares.

Great Panther Shares
issued in Connection with the Scheme

Based on the estimated number of Beadell
Shares expected to be outstanding at the implementation of the Scheme, Great Panther expects to issue up to 141,136,911 Great Panther
Shares in connection with the Scheme (representing up to 83.4% of the issued and outstanding Great Panther Shares), comprised of:

33

(a)

103,594,861 Great Panther Shares (approximately 61.2% of the number of the Great Panther Shares
outstanding) as consideration for the issued and outstanding Beadell Shares;

(b)

up to 1,720,820 Great Panther Shares as consideration for Beadell Shares issued upon the exercise
of outstanding Beadell Options prior to the completion of the Scheme;

(c)

272,526 Great Panther Shares as consideration for Beadell Shares to be issued in exchange for the
Beadell Performance Rights prior to the completion of the Scheme;

(d)

up to 9,749,727 Great Panther Shares issuable on the exercise of the Great Panther Replacement
Warrants to be issued in exchange for outstanding Beadell Warrants;

(e)

up
to 18,203,885 Great Panther Shares issuable in connection with certain indebtedness owing
to MACA4; and

(f)

up to 7,595,092 Great Panther Shares issuable in connection with the Beadell Debentures that are
being assumed by Great Panther on completion of the Scheme.

Based on the estimated number of Great
Panther Shares that are expected to be outstanding upon the implementation of the Scheme, Great Panther Shareholders will own approximately
62% of the outstanding Great Panther Shares after implementation of the Scheme (on an undiluted basis).

In the event Great Panther agrees to increase
the Scheme Consideration, for example if a competing offer arises, the TSX will generally not require further approvals from Great
Panther Shareholders for the issuance of up to an additional 35,284,228 Great Panther Shares, such number being 25% of the number
of Great Panther Shares being approved for issuance by Great Panther Shareholders in connection with the Scheme at the Great Panther
Meeting.

Background of the Scheme

For several years, Great Panther has evaluated
a number of strategic opportunities to grow Great Panther and maximize shareholder value. The focus has been on opportunities to
acquire operating precious metals mining operations and/or advanced stage precious metals mining projects in the favorable mining
jurisdiction in the Americas.

As a function of this process, Great Panther
acquired the Coricancha Mine in the Central Andes of Peru on June 30, 2017 from Nyrstar NV, a polymetallic mine and processing
plant which Nyrstar NV had placed on care and maintenance four years prior. Since acquiring Coricancha, Great Panther has completed
a preliminary economic assessment to evaluate the restart of the mine, and is currently undertaking a bulk sample program to further
test the assumptions in the preliminary economic assessment (the “Bulk Sample Program”). Great Panther expects
to complete the Bulk Sample Program in the first quarter of 2019. Following a full evaluation of the results of the Bulk Sample
Program, Great Panther expects to be able to make a decision in 2019 on whether to commence the restart of Coricancha.

Great Panther’s Board and executive
team has held dedicated strategic planning sessions over the last three years to formulate and advance the strategic objectives
of Great Panther and the Scheme is the result of this process.

Over the last three years, Great Panther
has engaged in the evaluation of at least eight acquisition opportunities by entering into mutual confidentiality agreements and
conducting a review of data and, in some cases, engaging in more in-depth reviews that included site visits and engagement of consultants
and advisors to assist in the evaluation. In at least three cases, negotiations progressed to the point of acceptance of non-binding
offers or letters of intent subject to further due diligence and negotiation of definitive agreements.

4 Calculated for TSX approval
purposes only based on (i) conversion by MACA of the maximum amount, (ii) current A$/C$ exchange rates, and (iii) a theoretical
minimum conversion price based on 50% of the current trading price of Great Panther Shares on the TSX.

34

In the process of evaluating a number of
opportunities and potential acquisition targets, Beadell was identified as a key target during the first quarter of 2018 based
on its fit relative to a number of key criteria established through Great Panther’s strategic planning process.

On July 31, 2018, the Great Panther Board
formed the Great Panther Special Committee to review and consider the proposed transaction that is now the subject of the Scheme.
McCarthy Tétrault LLP was appointed as legal advisors and GMP was appointed the financial advisor to the Great Panther Special
Committee. Between July 31 and September 22, 2018, the Great Panther Special Committee held a number of formal meetings, and regular
discussions with Great Panther’s CEO and CFO in which they considered all aspects of the Transaction and received financial
and legal advice from its financial and legal advisers. Great Panther retained McMillan LLP as its legal advisor and Scotia Global
Banking and Capital Markets as its financial advisor.

The Scheme is the result of arm’s
length negotiations conducted between representatives of Great Panther and Beadell and their respective legal and financial advisors.
This includes key executives of the respective companies and special committees of each of their respective board of directors
constituted to oversee such activities. The following is a summary of the principal events, meetings, negotiations and actions
among the parties leading up to the execution and public announcement of the Scheme.

In March 2018, Great Panther’s President
and CEO contacted Beadell’s VP of Corporate Development (the “VPCD”) expressing interest in a business
combination. Beadell’s VPCD advised that Beadell was focussed on executing on operational changes and optimization and did
not have the capacity to facilitate due diligence, but expressed that Great Panther could do its own due diligence of Beadell’s
existing data hosted on an electronic data room, and that the companies could engage in further discussions and an information
exchange in several months.

On March 22, 2018 the companies entered
into a mutual confidentiality and standstill agreement and Beadell granted Great Panther access to its company data, and Great
Panther commenced its review of Beadell’s data.

On June 22, 2018 Beadell announced that
it had terminated its life of mine mining services contract with MACA. The event led Great Panther’s CEO to contact Simon
Jackson, Beadell’s then CEO and Managing Director, and convey an expression of Great Panther’s interest in acquiring
Beadell. Mr. Jackson then referred the expression of interest to the chair of Beadell’s special committee.

This was followed by an in-person meeting
on July 1, 2018 between Mr. Bannantine and Dr. Nicole Adshead-Bell who, at the time, was serving as an independent director of
Beadell and a member of its special committee. During the meeting it was agreed to further explore a combination of the two companies.
On July 12, 2018, a non-exclusive letter of intent for Great Panther to acquire Beadell was signed between the parties. The letter
of intent outlined high-level transaction terms, structure and conditions, with the exception of an exchange ratio, and allowed
for more extensive mutual due diligence and reinforcing terms of confidentiality.

Great Panther completed its site visit
of Beadell’s operations in July, and Beadell completed its site visits of Great Panther’s operating mines in Mexico
and Coricancha in August. The site visits were followed up with a number of due diligence discussions and meetings to answer further
questions on the part of each party.

In August 2018, the parties had a number
of discussions on an exchange ratio and other terms. The CEO and CFO of Great Panther were the key personnel involved in these
discussions and negotiations, and regularly consulted with the chair of the Great Panther Special Committee and Great Panther’s
financial and legal advisors. In addition, Great Panther held a formal Board meeting on August 13, 2018 in which the CEO and CFO
provided details of due diligence, an update on the status of negotiations, valuation and offer price considerations and estimates
based on work with Great Panther’s financial advisor and an expected timeline to negotiate formal agreements. Following the
Board meeting, there were further negotiations between the two parties, during which the CEO and CFO continued to regularly consult
with the chair of the Great Panther Special Committee. A meeting with the Great Panther Special Committee was also held on August
16, 2018 to discuss key negotiation points, including offer price and advice from Great Panther’s financial advisors. Following
this meeting, the CEO, CFO and chair of the Great Panther Special Committee had several calls to discuss the final agreement on
an offer price or exchange ratio, and an acceptable range was agreed upon. Other terms of the letter of intent were also reviewed
with the chair of the Great Panther Special Committee, who also consulted with the Great Panther Special Committee’s legal
advisors. During this period, Great

35

Panther engaged in regular consultation with its legal and financial advisors. The negotiations
during this period culminated in the signing of an addendum to the letter of intent on September 3, 2018. This addendum provided
for an exchange ratio range and a period of exclusivity to negotiate a definitive agreement.

Following this, the parties entered into
detailed negotiation of the Scheme Implementation Deed with support from their respective legal and financial advisors. During
this period, the CEO and CFO were in regular contact with the chair of the Great Panther Special Committee on key considerations
in respect of the negotiation of the Scheme Implementation Deed and on continued due diligence with respect to the transaction.
On September 22, 2018, the parties held respective board meetings to review the terms of the Transaction and each provided their
approval. The Great Panther meeting was attended by Great Panther’s financial and legal advisors as well as those of the
Great Panther Special Committee. The meeting was adjourned so that the Great Panther Special Committee could separately consider
and formulate its recommendation in consultation with its advisors. After doing so, the Great Panther Board meeting was reconvened
and the chair of the Great Panther Special Committee conveyed the recommendation to proceed with the transaction, and the Great
Panther Board followed with its formal approval. On September 23, 2018, the parties announced the signing of the Scheme Implementation
Deed.

Following the public announcement of the
Transaction, the Great Panther Board and the Great Panther Special Committee continued to hold regular meetings and discussions
with Great Panther management on transaction progress and key outstanding conditions with respect to the Scheme Implementation
Deed, and ongoing monitoring of key operational and financial metrics of Beadell. These included meetings to consider the negotiations
with Beadell’s largest creditor, MACA, and negotiations with Beadell for a bridge loan facility. These included formal Great
Panther Special Committee meetings on October 30, 2018, November 17 and 18, 2018. In addition, formal Great Panther Board meetings
were held on October 30, 2018 and December 7, 2018 for which the Transaction was a prominent part of the meeting agenda.

On November 19, 2018, Great Panther and
MACA entered into the MACA Consent Agreement, pursuant to which MACA consented to the Transaction and the parties agreed to vary
certain terms of the MACA Agreement, as more fully described under the heading “Information Concerning the Merged Group
– Financing Arrangements”.

Subsequent to the execution of the Scheme
Implementation Deed, Great Panther made a determination that it would waive the Conditions Precedent relating to the Beadell Convertible
Debentures and would make the Change of Control Purchase Offer following completion of the Transaction in accordance with the terms
of the Debenture Indenture. In connection with the Transaction, it is anticipated that Great Panther will enter into an amended
and restated or supplemental Debenture Indenture pursuant to which Great Panther will expressly assume the obligations of Beadell
under the Debenture Indenture (including funding for the Change of Control Purchase Offer) and the holders of Beadell Convertible
Debentures will be entitled to receive Great Panther Shares on the conversion thereof.

Following execution of the Scheme Implementation
Deed, Beadell’s working capital position weakened. As a result, on December 5, 2018, Great Panther and Beadell entered into
the Loan Agreement, pursuant to which Great Panther agreed to advance to Beadell and Beadell Brasil, as joint and several borrowers,
a non-revolving term loan in the principal amount of US$5,000,000, the proceeds of which are being used by Beadell for working
capital purposes, as more fully described under the heading “Information Concerning the Merged Group – Financing
Arrangements”.

Great Panther’s
Reasons for the Scheme

At its meeting held on September 22, 2018,
after due consideration and consultation with Great Panther’s management and outside legal and financial advisors, the Great
Panther Board unanimously approved the Scheme Implementation Deed and the transactions contemplated thereby and authorized the
issuance of Great Panther Shares pursuant to the Scheme Implementation Deed. In doing so, the Great Panther Board considered the
business, assets, development policies, liabilities, results of operations, financial performance, strategic direction and prospects
of Great Panther and Beadell. Additionally, in making its determination, the Great Panther Board considered a number of factors,
including, but not limited to, the following:

36

Creation of a New Emerging Intermediate
Precious Metals Producer focused on the Americas

The Scheme will result in significant pro
forma gold and silver production, with Great Panther contributing approximately 4.0 million silver-equivalent ounces of production
in 2018, and Beadell contributing approximately 120,000 gold ounces in 2018, with potential for further increase upon a positive
decision to restart Coricancha. Coricancha has the potential to generate average annual production of 3.1 million ounces silver-equivalent
based on the results of a preliminary economic assessment completed in May 2018. The Merged Group will also have an increased public
float and broadened shareholder base, providing stronger liquidity and augmented scale in the capital markets.

Extensive Reserve and Resource Base

The Merged Group is anticipated to have
attributable proven and probable reserves of approximately 1.3 million ounces of gold. Beadell will also contribute measured and
indicated resources (exclusive of reserves) of approximately 0.8 million ounces of gold and inferred resources of approximately
1.5 million ounces of gold, supplementing Great Panther’s measured and indicated resources of approximately 49.4 million
ounces silver-equivalent and inferred resources of approximately 48.5 million ounces silver-equivalent. From a Great Panther perspective,
the Transaction would result in a Merged Group with reserves, when Great Panther previously had none, and would also be accretive
to Measured, Indicated and Inferred Resources. Tucano’s reserves and resources are presented as at June 30, 2018 in accordance
with the 2012 JORC Code and are detailed in Appendix E – “Information Concerning Beadell Resources Limited”.

Strong Balance Sheet to Support Complementary
Assets

The enhanced balance sheet of the Merged
Group, with a pro forma cash and short-term deposits balance of approximately US$53.5 million as at September 30, 2018 (after giving
effect to the Transaction and assuming acceptance of the Change of Control Purchase Offer in respect of the outstanding Beadell
Convertible Debentures), will enable ongoing optimization initiatives at Tucano. Additionally, the additional cash available may
provide some downside protection in the event of an operational delay or downward movement in the price of gold.

Cost Synergies and Efficiencies

The Merged Group will benefit from anticipated
corporate and administrative cost synergies associated with consolidating under a single executive team and head office.

Diversified Portfolio

The Merged Group will have three mining
operations in Mexico and Brazil along with the Coricancha project located in Peru. Operating risk is expected to be significantly
diversified with the inclusion of Brazil as a new core jurisdiction, which will represent 38% of pro forma share capital.

Robust Growth Profile

Coricancha provides near-term optionality
with a restart decision expected in early 2019. In addition, the Merged Group is expected to benefit from near-term resource growth
opportunities with multiple in-mine lease discoveries at Tucano and longer-term exploration optionality from Beadell’s 2,500
km2 highly prospective land package.

Attractive Re-Rating Potential

With a diversified portfolio of producing
assets, near-term growth opportunities backed by a strong balance sheet and a quality management team, the Merged Group is well
positioned for a re-rating, to the benefit of both Great Panther and Great Panther Shareholders.

37

Risks and other Considerations

In connection with its deliberations relating
to the Scheme, the Great Panther Board also considered potential risks and negative factors concerning the Scheme and the other
transactions contemplated by the Scheme Implementation Deed, including, but not limited to, the following:

·

the risk that the Scheme might not be completed in a timely manner or at all;

·

the effect that the length of time from announcement until closing could have on the market price
of Great Panther Shares, Great Panther’s operating results (particularly in light of the significant costs incurred in connection
with the Scheme) and the relationships with Great Panther’s employees, shareholders, customers, suppliers, regulators, partners
and others that do business with Great Panther;

·

the risk that the anticipated benefits of the Scheme will not be realized in full or in part, including
the risk that expected synergies will not be achieved or will not be achieved in the expected time frame;

·

the risk that the regulatory approval process could result in a rejection of the Scheme, the imposition
of undesirable conditions or burdensome terms or increased pre-tax transaction costs;

·

the fact that the Scheme Implementation Deed provides for a fixed Exchange Ratio with respect to
the Scheme Consideration and that no adjustment will be made in the Scheme Consideration to reflect changes in currency exchange
rates or the trading price of the Great Panther Shares or Beadell Shares;

·

the risk of diverting the attention of Great Panther’s senior management from other strategic
priorities to implement the Scheme and make arrangements for integration of Great Panther’s and Beadell’s operations
and infrastructure following the Scheme;

·

the risk of maintaining the Beadell management team necessary for the development of the Tucano
Gold Mine or of having the team necessary in Brazil to develop the Tucano Gold Mine;

·

the fact that the Scheme Implementation Deed provides for the ability of the Beadell Board to,
under certain circumstances, in a manner adverse to Great Panther, hold, change, amend, modify or qualify its recommendation that
Beadell Shareholders approve the Scheme;

·

the potential impact on the market price of Great Panther Shares as a result of the issuance of
the Scheme Consideration to Beadell Shareholders; and

·

the risks described elsewhere in this Management Information Circular under the heading “Risk
Factors”, as well as the other risks set out in Appendices D and E.

The foregoing discussion of factors considered
by the Great Panther Board is not intended to be exhaustive and may not include all the factors considered by the Great Panther
Board. In view of the wide variety of factors considered in connection with its evaluation of the Scheme and the complexity of
these matters, the Great Panther Board did not attempt to quantify, rank or otherwise assign any relative or specific weights to
the factors that it considered in reaching its determination to approve the Scheme and the Scheme Implementation Deed. In addition,
individual members of the Great Panther Board may have given differing weights to different factors. The Great Panther Board conducted
an overall review of the factors described above and other material factors, including through discussions with, and inquiry of,
Great Panther’s management and outside legal and financial advisor.

The foregoing description of Great Panther’s
consideration of the factors supporting the Scheme is forward- looking in nature. This information should be read in light of the
factors discussed in the section entitled “Information Contained in Management Information Circular - Cautionary Statement
regarding Forward-Looking Statements.”

38

Recommendation of the
Great Panther Board

At its meeting held on September 22, 2018,
having undertaken a review of, and carefully considered, information concerning Beadell, the Scheme and alternatives, including
in-depth consultation with the Great Panther Special Committee, Great Panther’s management and Great Panther’s legal
and financial advisors (including, among other things, a review and consideration of the GMP Fairness Opinion), and consideration
of such other matters as the Great Panther Board considered relevant, the Great Panther Board: (a) determined that the Scheme Implementation
Deed and the transactions contemplated thereby are in the best interests of Great Panther; (b) approved the Scheme Implementation
Deed and the transactions contemplated thereby; and (c) resolved to unanimously recommend approval of the Great Panther Scheme
Resolution by the Great Panther Shareholders.

The Great Panther Board unanimously
recommends that Great Panther Shareholders vote FOR the Great Panther Scheme Resolution and the Name Change Resolution.
Each member of the Great Panther Board will vote, or procure the voting of, all Great Panther Shares held by him or her in favour
of the Great Panther Scheme Resolution and the Name Change Resolution.

Notwithstanding the recommendation of the
Great Panther Board that Great Panther Shareholders vote in favour of the Great Panther Scheme Resolution, Great Panther Shareholders
should make their own decision whether to vote their Great Panther Shares in favour of the Great Panther Scheme Resolution and,
if appropriate, should consult their own legal, financial and other professional advisors in making that decision.

For further information regarding Great
Panther’s reasons for pursuing the Scheme, see the section entitled “The Scheme – Great Panther’s Reasons
for the Scheme”.

Great Panther Support
Agreements

Concurrently with and as a condition to
Great Panther and Beadell’s entering into the Scheme Implementation Deed, on or about September 23, 2018, the Great Panther
Directors and executive officers entered into Great Panther Support Agreements with Beadell, pursuant to which they agreed, among
other things, to attend the Great Panther Shareholder Meeting, and at such meeting, vote or cause to be voted, by proxy or otherwise,
all of the Great Panther Shares over which the director or executive officer exercises control or direction.

Further, those who entered into the Great
Panther Support Agreements also agreed that until the earlier of the Effective Date and the date the Scheme Implementation Deed
is terminated, such director or executive officer would: (i) not grant any proxy or other right to vote any of the Great Panther
Shares except in a manner consistent with their obligations in the Great Panther Support Agreement; and (ii) not enter into any
voting trust, vote pooling, or other agreement with respect to the right to vote, call meetings of shareholders, or give consents
or approval of any kind.

The Great Panther Support Agreements will
terminate upon the termination of the Scheme Implementation Deed in accordance with its terms.

As at the date hereof, Great Panther Directors
and executive officers had the right to vote approximately 1,488,296 Great Panther Shares, representing approximately 0.88% of
the Great Panther Shares then outstanding and entitled to vote at the Great Panther Meeting.

Beadell Support Agreements

Concurrently with and as a condition to
Great Panther and Beadell’s entering into the Scheme Implementation Deed, on or about September 23, 2018, the directors and
officers of Beadell, holding 1.07% of the outstanding Beadell Shares, and certain major shareholders holding 16.99% of Beadell
Shares, entered into Beadell Support Agreements, pursuant to which they agreed, among other things, to attend the Beadell Meeting,
and at such meeting, in the absence of a Superior Proposal, vote or cause to be voted, by proxy or otherwise, all of the Beadell
Shares over which the director or officer exercises control or direction and which are entitled to be voted in connection with
the Scheme, including any Beadell Shares issued or acquired on or following the date of the Beadell Support Agreement (which

39

includes
all Beadell Shares to be issued as a result of exercise or vesting of any Beadell Options, Beadell Warrants or Beadell Performance
Rights held by such individual) (the “Beadell Subject Securities”).

Further, those who entered into a Beadell
Support Agreement also agreed that until the earlier of the Effective Date and the date the Scheme Implementation Deed is terminated,
such director or officer would: (i) not grant any proxy or other right to vote any of the Beadell Subject Securities except in
a manner consistent with their obligations in the Beadell Support Agreement; and (ii) not enter into any voting trust, vote pooling,
or other agreement with respect to the right to vote, call meetings of shareholders, or give consents or approval of any kind in
connection with any of the Beadell Subject Securities.

The Beadell Support Agreements will terminate
upon the termination of the Scheme Implementation Deed in accordance with its terms.

Opinion of Great Panther’s
Financial Advisor

The Great Panther Special Committee engaged
GMP pursuant to an engagement letter dated September 11, 2018 (the “GMP Engagement Letter”) to provide certain
advice and advisory services to the Great Panther Special Committee with respect to a potential transaction with Beadell, including
but not limited to, an assessment of and recommendation in respect of the fairness from a financial point of view of the consideration
to be paid by Great Panther in connection with the Transaction.

Pursuant to the GMP Engagement Letter,
GMP agreed to provide a written fairness opinion to the Great Panther Special Committee as to the fairness, from a financial point
of view, of the Scheme Consideration to be paid by Great Panther pursuant to the Transaction.

In connection with this engagement, GMP
rendered to the Great Panther Special Committee its written opinion to the effect that, as of September 23, 2018, and based on
and subject to the scope of review and approach to analysis, assumptions made, and limitations on the review undertaken as set
forth therein, the consideration to be paid by Great Panther pursuant to the Transaction, is fair, from a financial point of view,
to Great Panther.

GMP’s opinion was only one of many
factors considered by the Great Panther Special Committee and the Great Panther Board in evaluating the Transaction and was not
determinative of the views of the Great Panther Special Committee and the Great Panther Board with respect to the Transaction or
the consideration set forth in the Scheme Implementation Deed.

GMP provided its opinion for the sole benefit
and use of the Great Panther Special Committee and the Great Panther Board in connection with and for purposes of its evaluation
of the consideration to be paid by Great Panther pursuant to the Transaction, from a financial point of view. GMP’s opinion
does not address the relative merits of the Scheme as compared to any strategic alternatives that may be available or executable
to Great Panther. The opinion of GMP does not constitute a recommendation as to how any Great Panther Shareholder should vote or
act on any matter relating to the Transaction.

GMP was not asked to prepare and have not
prepared a valuation of Great Panther or Beadell or any of the securities or assets thereof and the GMP Fairness Opinion should
not be construed as a “formal valuation” (within the meaning of Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions). Great Panther has agreed to pay GMP a fixed fee for providing the opinion,
which shall be paid whether or not the Transaction is completed.

Great Panther has also agreed to reimburse
GMP for its reasonable out-of-pocket expenses and to indemnify GMP against certain liabilities that might arise out of GMP’s
engagement.

See Appendix G for the full text of the
GMP Fairness Opinion.

40

Listing of Great Panther
Shares

It is a condition precedent to Great Panther’s
and Beadell’s obligation to effect the Scheme that the Great Panther Shares to be issued pursuant to the Scheme Implementation
Deed are conditionally approved for listing on the TSX, subject only to the provision of such required documentation as is customary
in the circumstances. Under the Scheme Implementation Deed, Great Panther is required to use its reasonable endeavours to obtain
the listing and admission for trading of the Great Panther Shares on the TSX.

Great Panther has received the conditional
approval of the TSX and has applied to the NYSE (American) for the listing of the Great Panther Shares to be issued pursuant to
the Scheme, each subject to approval of the Great Panther Scheme Resolution and the filing of certain documents following implementation
of the Scheme.

Delisting and Deregistration
of Beadell Shares

As promptly as practicable after the Effective
Date, Beadell Shares currently listed on the ASX will cease to be listed and Beadell will be deregistered from the ASX.

Interests of Great
Panther’s Directors and Executive Officers in the Scheme and Other Matters

To the best of our knowledge, except as
otherwise disclosed herein, no person who has been a director or executive officer of Great Panther at any time since the beginning
of Great Panther’s last completed financial year, other insiders of Great Panther nor any associate or affiliate of the foregoing
persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise,
in any matter to be acted on at the Great Panther Meeting.

The Beadell Meeting
and Beadell Shareholder Approval

The Beadell Meeting will be held at 10:00
a.m. (Perth or WST time), on February 12, 2019, at The Celtic Club, 48 Ord Street, West Perth, Western Australia. At the Beadell
Meeting, Beadell Shareholders will be asked to consider and vote to approve the Beadell Scheme Resolution.

Approval of the Beadell Scheme Resolution
requires the affirmative vote of a majority in number (more than 50%) of Beadell Shareholders (other than the Excluded Shareholders)
who vote on the Beadell Scheme Resolution and at least 75% of the votes cast on the Beadell Scheme Resolution. If the Beadell
Scheme Resolution is not passed, the Transaction will not proceed.

The Beadell Board unanimously recommended
that Beadell Shareholders vote in favour of the Beadell Scheme Resolution to approve the Scheme, in the absence of a Superior Proposal,
and on the basis that the Independent Expert has concluded that the Scheme is “not fair but reasonable in the absence of
a higher offer, and therefore in the best interests of Beadell Shareholders”.

Third Party Approvals
Required for the Scheme

To complete the Scheme and the other transactions
contemplated by the Scheme Implementation Deed, Great Panther and Beadell are required to use reasonable efforts to obtain all
necessary authorizations, consents and approvals and to make all necessary notifications, registrations and filings, including
any registrations, notifications and filings required to be made in connection with obtaining such approvals. Under the Scheme
Implementation Deed, Beadell is required, among other actions, to obtain an opinion on the Scheme by the Independent Expert and
seek the approval of the Scheme by the Court in accordance with the Australian Corporations Act. Beadell has obtained the opinion
of the Independent Expert who has concluded that the Scheme “not fair but reasonable in the absence of a higher offer, and
therefore in the best interests of Beadell Shareholders”.

The Scheme Implementation Deed also includes
a condition precedent that Great Panther obtain an approval of the Treasurer under the Foreign Acquisitions and Takeovers Act
1975 (Australia) or confirmation that it was not applicable. On November 2, 2018, the Treasurer issued a statement of “no
objection”.

41

Great Panther and Beadell are not currently
aware of any material governmental filings, authorizations, approvals or consents that are required prior to the parties’
completion of the Scheme other than those described in this Management Information Circular. There can be no assurance, however,
if and when any of the approvals required to be obtained for the Scheme and the other transactions contemplated by the Scheme Implementation
Deed will be obtained or as to the conditions or limitations that such approvals may contain or impose.

For a more detailed description of the
approvals required for the Scheme, see the section entitled “The Scheme Agreement – Conditions Precedent.”

42

THE
SCHEME IMPLEMENTATION DEED

The summary of the material provisions
of the Scheme Implementation Deed below and elsewhere in this Management Information Circular is qualified in its entirety by reference
to the Scheme Implementation Deed, which is attached as Appendix H hereto. This summary may not contain all of the information
about the Scheme Implementation Deed that is important to you. You should read carefully the Scheme Implementation Deed in its
entirety as it is the legal document governing the Scheme.

Scheme Implementation
Deed

The Scheme Implementation Deed sets out
each of Beadell’s and Great Panther’s rights and obligations in connection with the implementation of the Scheme. A
scheme is a statutory process under the Australian Corporations Act between Beadell and its shareholders which becomes binding
on the passage of the requisite shareholder approvals and court approval. The Scheme Implementation Deed sets out obligations up
to and leading to the Scheme becoming effective.

Scheme Deed Poll

On September 22, 2018, Great Panther executed
the Deed Poll (a draft of which was attached to the Scheme Implementation Deed) pursuant to which each party agreed, subject to
the Scheme becoming Effective, to provide each Beadell Shareholder (other than Excluded Shareholders) with, or procure the provision
to each Beadell Scheme Shareholder of, the Scheme Consideration to which it is entitled under the Scheme.

Conditions Precedent

Conditions Precedent
to the Scheme

The Scheme Implementation Deed provides
that certain conditions precedent be satisfied or waived prior to completion of the Transaction.

1.

Regulatory Matters: Before 5:00 p.m. on the Business Day before the Second Court Date one
of the following has occurred: (a) Great Panther has received written notice under the Foreign Acquisitions and Takeovers Act
1975 (Cth) (“FATA”), by or on behalf of the Treasurer of the Commonwealth of Australia (the “Treasurer”),
advising that the Commonwealth Government has no objections to the Transaction either unconditionally or on terms that are acceptable
to Great Panther in its absolute discretion; (b) the Treasurer becomes precluded by the passage of time from making an order
or decision under Part 3 of the FATA in relation to the Transaction and the Transaction is not prohibited by section 82 of the
FATA; or (c) where an interim order is made under section 68 of the FATA in respect of the Transaction, the subsequent period
for making an order or decision under Part 3 of the FATA elapses without the Treasurer making such an order or decision.

2.

Other Regulatory Matters: Before 5:00 p.m. on the Business Day before the Second Court Date,
any other approvals, consents, waivers, exemptions or declarations that are required by law, or by any Government Agency, to implement
the Transaction (including in respect of Canadian, United States, Mexican and Brazilian anti-trust approvals, as required) are
granted, given, made or obtained on an unconditional basis (or on conditions acceptable to each party, acting reasonably) and remain
in full force and effect in all respects, and have not been withdrawn, revoked, suspended, restricted or amended (or become subject
to any notice, intimation or indication of intention to do any such thing) and all applicable review and waiting periods have expired
or been waived before 8:00 a.m. on the Second Court Date.

3.

Beadell Shareholder Approval: Beadell Shareholders agree to the Scheme at the Beadell Meeting
by the requisite majorities under subparagraph 411(4)(a)(ii) of the Australian Corporations Act.

43

4.

Independent Expert: The Independent Expert issues an Independent Expert’s Report which
concludes that the Scheme is in the best interest of Beadell Shareholders before the time when the Beadell Scheme Book is registered
by ASIC.

5.

Court Approval: The Court approves the Scheme in accordance with paragraph 411(4)(b) of
the Australian Corporations Act.

6.

Great Panther Shareholder Approval: Great Panther Shareholders approve the Great Panther
Scheme Resolution in accordance with the requirements of the TSX.

7.

Restraints: Between (and including) September 23, 2018 and 8:00 a.m. on the Second Court
Date:

(a)

there is not in effect any temporary, preliminary or final order, injunction, decision or decree
issued by any court of competent jurisdiction or other Government Agency, or other material legal restraint or prohibition;

(b)

no action or investigation is announced, commenced or threatened by any Government Agency; and

(c)

no application is made to any Government Agency,

(d)

in consequence of, or in connection with, the Scheme which:

(e)

restrains, prohibits or otherwise materially adversely affects (or could reasonably be expected
to restrain, prohibit or otherwise materially adversely affect) the Scheme, completion of the Transaction or the rights of Great
Panther in respect of Beadell or the Beadell Shares to be acquired under the Scheme; or

(f)

requires the divestiture by Great Panther of any Beadell Shares or the divestiture of any assets
of the Great Panther Group or the Beadell Group,

unless such
order, injunction decision, decree, action, investigation or application has been disposed of to the satisfaction of Great Panther
acting reasonably, or is otherwise no longer effective or enforceable, by 8:00 a.m. on the Second Court Date.

8.

Beadell Prescribed Occurrence or Beadell Regulated Event: No Beadell Prescribed Occurrence
or Beadell Regulated Event occurs between (and including) September 23, 2018 and 8:00 a.m. on the Second Court Date.

9.

Beadell Material Adverse Change: No Beadell Material Adverse Change occurs, or is discovered,
announced, disclosed or otherwise becomes known to Great Panther, between (and including) September 23, 2018 and 8:00 a.m.
on the Second Court Date.

10.

Great Panther Prescribed Occurrence or Great Panther Regulated Event: No Great Panther Prescribed
Occurrence or Great Panther Regulated Event occurs between (and including) September 23, 2018 and 8:00 a.m. on the Second
Court Date.

11.

Great Panther Material Adverse Change: No Great Panther Material Adverse Change occurs,
or is discovered, announced, disclosed or otherwise becomes known to Beadell, between (and including) September 23, 2018 and
8:00 a.m. on the Second Court Date.

12.

MACA Agreement: With respect to the MACA Agreement:

(a)

the MACA Agreement remains in full force and effect, and there is no breach or threatened breach
of the MACA Agreement, at all times between September 23, 2018 and 8:00 a.m. on the Second Court Date; and

44

(b)

on or before 8:00 a.m. on the Second Court Date, Beadell shall have obtained from all applicable
parties to the MACA Agreement their agreement to: (i) consent to the “Change of Control” (as such term is defined in
the MACA Agreement) of Beadell resulting from the completion of the Transaction; and (ii) enter into an amended and restated MACA
Agreement reflecting the acquisition of Beadell by Great Panther, each on terms satisfactory to Great Panther, acting reasonably,
without a requirement of Great Panther to guarantee any obligation of any member of the Beadell Group or to incur any financial
obligation to MACA, except as otherwise agreed by Great Panther in its sole discretion; and, once obtained, such agreement shall
remain in full force and effect, unamended without the prior written consent of Great Panther, at all times between the date of
their execution and delivery and 8:00 a.m. on the Second Court Date.

13.

Relevant Material Contracts: On or before 8:00 a.m. on the Second Court Date:

(a)

the relevant counterparty to a Relevant Material Contract provides Beadell in writing (which, to
avoid doubt, includes a document originally executed and transmitted by email) a binding, irrevocable and unconditional waiver
or release of its rights under the Relevant Material Contract that are triggered as a result of the completion of the Transaction
(“Relevant Release”) provided that, to the extent that the Relevant Release is subject to conditions, those
conditions are acceptable to Great Panther, acting reasonably; and

(b)

the Relevant Release is not varied, revoked or qualified (such that, with respect of a variation
or qualification, the Relevant Release is not acceptable to Great Panther, acting reasonably) before that time.

14.

Facility Agreement: On or before 8:00 a.m. on the Second Court Date, Beadell shall obtain
from all applicable parties to the Facility Agreement:

(a)

their consent, in writing, to the implementation of the Transaction, and a waiver of their rights
to demand the early payment of the facilities under the pre-export agreement triggered by the change of control resulting from
such implementation;

(b)

their consent, in writing, to extend the repayment terms and maturity date for such facilities
by 6 months;

(c)

their waiver, in writing, of their rights to demand the early payment of the facilities under the
Facility Agreement for failure by Beadell to maintain any of the financial covenants for the period extending from January 1, 2018
until the final maturity date, as amended as aforesaid; and

(d)

such other waivers and amendments, in writing, as may be required by Great Panther, acting reasonably,
to ensure that the facilities will continue to remain in place following implementation of the Transaction,

and, once obtained,
such consents and waivers shall remain in full force and effect, unamended without the prior written consent of Great Panther (acting
reasonably), at all times between the date of their execution and delivery and 8:00 a.m. on the Second Court Date.

15.

ACC Agreement: on or before 8:00 a.m. on the Second Court Date, Beadell shall obtain from
Banco Bradesco S.A. in connection with the short-term uncommitted facilities commonly referred to as ACCs with Beadell Brasil:

(a)

their consent to the implementation of the Transaction, and the waiver of their rights to demand
the early payment of such facilities; and

(b)

such other waivers and amendments as may be required by Great Panther, acting reasonably, to ensure
that the facilities will continue to remain in place following implementation of the

45

Transaction;
and, once obtained, such consents and waivers shall remain in full force and effect,
unamended without the prior written consent of Great Panther (acting reasonably), at
all times between the date of their execution and delivery and 8:00 a.m. on the Second
Court Date.

16.

Beadell Convertible Debentures: before 8:00am on the Second Court Date, the holders of the
Beadell Convertible Debentures on issue as at September 23, 2018 agreeing in writing to either:

(a)

accept the offer required to be made by Beadell under the Debenture Indenture to purchase those
debentures upon Implementation of the Transaction, unconditionally or on conditions satisfactory to the parties (each acting reasonably),
or

(b)

waive the obligation under the Debenture Indenture to make an offer to purchase those debentures
upon Implementation of the Transaction and consent to the entering into of a supplemental indenture in respect of the Beadell Convertible
Debenture to, among other things: (i) consenting to the “Change of Control”, as defined in the Debenture Indenture,
resulting from the implementation of the Transaction; (ii) agreeing to accept the issue of Great Panther Shares in lieu of Beadell
Shares on exercise of rights of conversion of the Beadell Convertible Debentures; (iii) agreeing that Great Panther is not
a successor issuer for the purposes of Article 11 of the Debenture Indenture and is not required to assume the obligations of Beadell
under the Debenture Indenture, (iv) waiving the requirement under Section 7.12 of the Debenture Indenture that Beadell maintain
the listing of its common shares on the ASX; and (v) such other terms and conditions satisfactory to Great Panther, acting reasonably,
without a requirement of Great Panther to assume the obligations of Beadell or otherwise act as an obligor or guarantor of the
amounts owing under the Debenture Indenture.

17.

Beadell Warrants: Either:

(a)

Beadell has entered into binding agreements with 100% of the Beadell Warrantholders to accept the
Warrant Consideration in exchange for their outstanding Beadell Warrants on the Scheme becoming Effective; or

(b)

if Beadell proposes the Warrant Scheme under clause 4.8(b):

(i)

the Beadell Warrantholders agree to the Warrant Scheme by the requisite majorities under subparagraph
411(4)(a)(ii) of the Australian Corporations Act; and

(ii)

the Court approves the Warrant Scheme in accordance with paragraph 411(4)(b) of the Australian
Corporations Act.

18.

Beadell Convertible Securities: On or before 8:00am on the Second Court Date, the Beadell
Board has made a determination that all Beadell Convertible Securities will have been vested and exercised or terminated as provided
below:

(a)

in the case of the Beadell Options, each outstanding Beadell Option will be exercised in exchange
for Beadell Shares or will lapse or be terminated in accordance with the Beadell Option Plan by 5:00 p.m. on the Business Day before
the Beadell Scheme Record Date; and

(b)

in the case of the Beadell Performance Rights, each outstanding Beadell Performance Rights will
vest and be exercised in exchange for Beadell Shares in accordance with the Performance Rights Plan by 5:00 p.m. on the Business
Day before the Beadell Scheme Record Date, provided that any Great Panther Shares issued to employees of Beadell who will continue
as employees of Beadell following completion of the Transaction in exchange for their Beadell Shares under the Scheme will be subject
to a six month restriction on resale, provided the restriction will expire in the event of termination of their employment within
the six month period.

46

19.

Great Panther Shares: The Great Panther Shares to be issued pursuant to the Scheme are approved
for listing on the TSX by 8:00 a.m. on the Second Court Date (provided that any such approval may be subject to the customary conditions)
and that approval remains in full force and effect in all respects (subject to those customary conditions), and has not been withdrawn,
revoked, suspended, restricted or amended (or become subject to any notice, intimation or indication of intention to do any such
thing) before 8:00 a.m. on the Second Court Date.

20.

Brazilian Property Title Opinion: Beadell delivers a legal opinion of its Brazilian counsel
to Great Panther respecting the Beadell Mineral Rights as of a date that is no earlier than five Business Days before the Second
Court Date that contains no changes from the opinion delivered by Beadell to Great Panther respecting all material mineral interests
and rights (including any mineral claims, mining claims, concessions, exploration licences, exploitation licences, prospecting
permits, mining leases and mining rights, in each case, either existing under contract, by operation of law or otherwise) (collectively,
the “Beadell Mineral Rights”) prior to and in connection with the execution of the Scheme Implementation Deed that
amount to or evidence a breach of Beadell’s representations and warranties under the Scheme Implementation Deed that would
give rise to an entitlement of Great Panther to terminate the Scheme Implementation Deed.

21.

Beadell Officer’s Certificate: Beadell delivers to Great Panther a certificate of
an officer of Beadell confirming that, as at 8:00 a.m. on the Second Court Date:

(a)

there has been no breach of any Beadell representation and warranty under the Scheme Implementation
Deed that would amount to or evidence a Beadell Material Adverse Change, or which could reasonably be expected to give rise to
any loss, claim, damage or expense of A$2.5 million or more in aggregate; and

(b)

Beadell has complied with its obligations under the Scheme Implementation Deed in all material
respects.

22.

Great Panther Officer’s Certificate: Great Panther delivers to Beadell a certificate
of an officer of Great Panther confirming that, as at 8:00 a.m. on the Second Court Date:

(a)

there has been no breach of any Great Panther representation and warranty under the Scheme Implementation
Deed that would amount to or evidence a Great Panther Material Adverse Change, or which could reasonably be expected to give rise
to any loss, claim, damage or expense of A$5.0 million or more in aggregate; and

(b)

Great Panther has complied with its obligations under the Scheme Implementation Deed in all material
respects.

Conditions Precedent
for the Benefits of both Parties

The Conditions Precedent set out in 7 and
19 are for the benefit of both parties and may only be waived by written agreement between Great Panther and Beadell (in each case
in their respective absolute discretion).

Conditions Precedent
for the Benefit of Beadell

The Conditions Precedent set out in 4,
10, 11 and 22 are for the sole benefit of Beadell and may only be waived by Beadell (in its absolute discretion in writing).

Conditions Precedent
for the Benefit of Great Panther

The Conditions Precedent set out in 8,
9, 12 through 18, 20 and 21 are for the sole benefit of Great Panther and may only be waived by Great Panther (in its absolute
discretion in writing).

47

Conditions Precedent
that May Not be Waived

The Conditions Precedent set out in 1,
2, 3, 5 and 6 above may not be waived.

Covenants in Relation
to the Scheme

Great Panther and Beadell have each given,
in favour of the other party, usual and customary mutual covenants for an agreement of this nature including mutual covenants to
conduct their respective businesses in the usual and ordinary course and consistent with past practices, to use their respective
reasonable commercial efforts to satisfy or cause the satisfaction of the conditions precedent to their respective obligations
under the Scheme Implementation Deed, to not take, or cause to be taken, any action or cause anything to be done that would cause
such obligations not to be fulfilled in a timely manner and to take, or cause to be taken, all other actions and to do, or cause
to be done, all other things necessary, proper or advisable to complete the Transaction.

Representations and
Warranties

The Scheme Implementation Deed contains
representations and warranties that the parties have made to each other as of specific dates which are customary to a transaction
of this nature. The assertions embodied in the representations and warranties in the Scheme Implementation Deed were made solely
for purposes of the Scheme Implementation Deed and the transactions and agreements contemplated thereby among the parties thereto
and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating
the terms thereof. The representations and warranties may also be subject to a contractual standard of materiality different from
those generally applicable to shareholders and reports and documents filed with the ASX or SEDAR, and the assertions embodied in
the representations and warranties contained in the Scheme Implementation Deed (and summarized below) are qualified by information
in disclosure schedules provided by Beadell to Great Panther and by Great Panther to Beadell in connection with the signing of
the Scheme Implementation Deed and by certain information contained in certain of Beadell’s filings with the ASX and by certain
information contained in certain of Great Panther’s filings on SEDAR. These disclosure schedules and ASX and SEDAR filings
contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Scheme
Implementation Deed. In addition, information concerning the subject matter of the representations and warranties may have changed
or may change after September 23, 2018 and subsequent developments or new information qualifying a representation or warranty may
have been included in this Management Information Circular.

In addition, if specific material facts
arise that contradict the representations and warranties in the Scheme Implementation Deed, Great Panther and Beadell, as applicable,
will disclose those material facts in the public filings that it makes with the ASX and the Canadian securities regulatory authorities
in accordance with, and to the extent required by, applicable law. Accordingly, the representations and warranties in the Scheme
Implementation Deed and the description of them in this Management Information Circular should not be read alone, but instead should
be read in conjunction with the other information contained in the reports, statements and filings Great Panther and Beadell publicly
file with the ASX or SEDAR. Such information can be found elsewhere in this Management Information Circular and in the public filings
Great Panther makes on SEDAR and Beadell makes with the ASX.

Under the Scheme Implementation Deed, Beadell
agreed to: (a) terminate any existing discussions or negotiations in relation to, or which may reasonably be expected to lead to,
any Competing Proposal; (b) cease providing or making available to any Third Party any non-public information which might reasonably
be expected to lead to any Competing Proposal, and to promptly exercise any rights under any confidentiality agreement with a Third
Party to compel the return or destruction of such information; and (c) to not waive any confidentiality or standstill agreement
with any Third Party, subject to certain fiduciary obligations as provided for in the Scheme Implementation Deed. In addition,
Beadell is subject to ongoing exclusivity obligations including non-solicitation, no-talk and no-due diligence covenants, which
provide for certain notification and counter proposal rights in favour of Great Panther.

48

In summary, during the Exclusivity Period:

1.

No solicitation. Beadell must not, and must ensure that its Related Persons and Related
Bodies Corporate do not, directly or indirectly, solicit, invite, encourage or initiate (including by the provision of non-public
information to any Third Party) any inquiry, expression of interest, offer, proposal or discussion by any person in relation to,
or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal
or communicate to any person an intention to do any of the foregoing;

2.

No talk and no due diligence. Subject to clause 11.3 (Fiduciary Exception) of the Scheme
Implementation Deed, Beadell must not, and must ensure that its Related Persons and Related Bodies Corporate do not, directly or
indirectly:

(a)

participate in or continue any negotiations or discussions with respect to any inquiry, expression
of interest, offer, proposal or discussion by any person to make, or which would reasonably be expected to encourage or lead to
the making of, an actual, proposed or potential Competing Proposal or participate in or continue any negotiations or discussions
with respect to any actual, proposed or potential Competing Proposal;

(b)

negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement,
arrangement or understanding regarding an actual, proposed or potential Competing Proposal;

(c)

disclose or otherwise provide or make available any material non-public information about the business
or affairs of the Beadell Group to a Third Party (other than a Government Agency that has the right to obtain that information
and has sought it) in connection with, with a view to obtaining, or which would reasonably be expected to encourage or lead to
the formulation, receipt or announcement of, an actual, proposed or potential Competing Proposal (including, without limitation,
providing such information for the purposes of the conduct of due diligence investigations in respect of the Beadell Group) whether
by that Third Party or another person; or

(d)

communicate to any person an intention to do anything referred in the preceding paragraphs.

Fiduciary Exceptions

The foregoing covenants do no prohibit
any action or inaction by Beadell, any of its Related Bodies Corporate or any of their respective Related Persons, in relation
to an actual, proposed or potential Competing Proposal if compliance with such covenants would, in the reasonable opinion of the
Beadell Board, formed in good faith after receiving written legal advice from its external legal advisers, constitute, or would
be reasonably likely to constitute, a breach of any of the fiduciary or statutory duties of the Beadell Board, provided that: (a)
the actual, proposed or potential Competing Proposal was not directly or indirectly brought about by, or facilitated by, a breach
of any of the foregoing covenants and is, or may reasonably be expected to result in, a Superior Proposal; (b) Beadell immediately
notifies Great Panther of each action or inaction by it, any of its Related Bodies Corporate or any of their respective Related
Persons in reliance on such fiduciary exceptions; and (c) prior to providing any information to the Third Party, Beadell enters
into a confidentiality agreement on terms no less onerous to the Third Party (including as to dealings in Beadell Shares) than
the Confidentiality Agreement.

Notification Obligations

During the Exclusivity Period, Beadell
must as soon as possible notify Great Panther in writing if it, any of its Related Bodies Corporate or any of their respective
Related Persons, becomes aware of any: (a) negotiations or discussions, approach or attempt to initiate any negotiations or discussions,
or intention to make such an approach or attempt to initiate any negotiations or discussions in respect of any inquiry, expression
of interest, offer, proposal or discussion in relation to an actual, proposed or potential Competing Proposal; (b) proposal made
to Beadell, any of its Related Bodies Corporate or any of their respective Related Persons in connection with, or in respect of
any exploration or completion of, an actual, proposed or potential Competing Proposal; or (c) provision by Beadell, any of its
Related

49

Bodies Corporate or any of their respective Related Persons of any material non-public information concerning the business
or operations of Beadell or any of its Related Bodies Corporate to any to a Third Party (other than a Government Agency) in connection
with an actual, proposed or potential Competing Proposal, whether direct or indirect, solicited or unsolicited, and in writing
or otherwise.

Such notification must be provided as soon
as reasonably practicable on a verbal basis an in writing within two Business Days, and shall accompanied by all relevant details
of the relevant event, including the identity of the relevant person making or proposing the relevant actual, proposed or potential
Competing Proposal, together with all material terms and conditions of the actual, proposed or potential Competing Proposal (including
price and form of consideration, conditions precedent, proposed deal protection provisions and indicative timetable). If any letter,
term sheet or similar document is provided to Beadell in connection with a Competing Proposal, such document shall be provided
to Great Panther in its entirety and without redaction.

Matching Rights

If Beadell receives a Beadell Competing
Proposal that it determines to be a Superior Proposal, and Beadell has provided Great Panther with the material terms and conditions
of the actual, proposed or potential Competing Proposal, including price and the identity of the Third Party making the actual,
proposed or potential Competing Proposal, and an outline of the basis on which the Beadell Board has formed the view that the Competing
Proposal is or would be reasonably likely to be an actual, proposed or potential Superior Proposal, Beadell must give Great Panther
at least five Business Days written notice to provide a matching or superior proposal to the terms of the actual, proposed or potential
Competing Proposal (including by way of an increase or decrease in the Scheme Consideration) (a “Bidder Counterproposal”).

If Great Panther proposes a Bidder Counterproposal
by the expiry of the five Business Day period, Beadell must procure that the Beadell Board consider the Bidder Counterproposal
and if the Beadell Board, acting reasonably and in good faith, determines that the Bidder Counterproposal would provide an equivalent
or superior outcome for Beadell Shareholders as a whole compared with the Competing Proposal, taking into account all of the terms
and conditions of the Bidder Counterproposal, then: (a) both parties must use their best endeavours to agree the amendments to
this deed, the Scheme and the Deed Poll (as applicable) that are reasonably necessary to reflect the Bidder Counterproposal and
to implement the Bidder Counterproposal, in each case as soon as reasonably practicable; (b) Beadell must make an announcement
as soon as reasonably possible recommending the Bidder Counterproposal and rejecting the Competing Proposal; and (c) Beadell must
use its best endeavours to procure that each of its directors continue to recommend the Transaction (as modified by the Bidder
Counterproposal) to the Beadell Shareholders.

Termination Rights

Mutual Termination
Rights

Either party may terminate the Scheme Implementation
Deed by written notice to the other party if:

1.

other than in respect of a breach of a representation and warranty, at any time before 8:00 a.m.
on the Second Court Date, if the other party has materially breached the Scheme Implementation Deed, the party entitled to terminate
has given written notice to the party in breach of the Scheme Implementation Deed setting out the relevant circumstances and stating
an intention to terminate the Scheme Implementation Deed, and the other party has failed to remedy the breach within five Business
Days (or any shorter period ending at 5:00 p.m. on the Business Day before the Second Court Date) after the date on which the notice
is given;

2.

at any time before 8:00 a.m. on the Second Court Date if the Court or another Government Agency
(including any other court) has taken any action permanently restraining or otherwise prohibiting or preventing the Transaction,
or has refused to do anything necessary to permit the Transaction to be implemented by the End Date, and the action or refusal
has become final and cannot be appealed or reviewed or the party, acting reasonably, believes that there is no realistic prospect
of an appeal or review succeeding by the End Date;

50

3.

in the circumstances set out in, and in accordance with, clause 3.5 of the Scheme Implementation
Deed (Termination on Failure of Condition Precedent); or

4.

if the Effective Date for the Scheme has not occurred, or will not occur, on or before the End
Date.

Great Panther Termination
Rights

Great Panther may terminate the Scheme
Implementation Deed by written notice to Beadell at any time before 8:00 a.m. on the Second Court Date if:

1.

the Great Panther Board or a majority of the Great Panther Board has changed, withdrawn or modified
its recommendation as permitted under clause 5.3(h) of the Scheme Implementation Deed and, if obliged to do, Great Panther has
paid the Great Panther Reimbursement Fee to Beadell; or

2.

any Beadell Board member fails to recommend the Scheme, withdraws, adversely revises or adversely
modifies their recommendation that Beadell Shareholders (other than Excluded Shareholders) vote in favour of the Scheme, or makes
a public statement indicating that they no longer recommend the Transaction or recommend, supports or endorses another transaction.

Great Panther may, at any time prior to
8:00 a.m. on the Second Court Date, terminate the Scheme Implementation Deed for a breach of Beadell’s representations and
warranties only if: (a) Great Panther has given written notice to Beadell setting out the relevant circumstances and stating an
intention to terminate or to allow the Scheme to lapse; (b) the relevant breach continues to exist five Business Days (or any shorter
period ending at 5:00 p.m. on the Business Day before the Second Court Date) after the date on which the notice is given; and (c)
the relevant breach amounts to or evidences a Beadell Material Adverse Change or could reasonably be expected to give rise to any
loss, claim, damage or expense of A$2.5 million or more in aggregate.

Beadell Termination
Rights

Beadell may terminate the Scheme Implementation
Deed by written notice to Great Panther at any time before 8:00 a.m. on the Second Court Date if:

1.

the Beadell Board or a majority of the Beadell Board has changed, withdrawn or modified its recommendation
as permitted under clause 5.7 of the Scheme Implementation Deed and, if obliged to do so, Beadell has paid the Beadell Reimbursement
Fee to Great Panther; or

2.

any Great Panther Board member fails to recommend the Transaction, withdraws, adversely revises
or adversely modifies its recommendation that Great Panther Shareholders vote in favour of the Transaction, or makes a public statement
indicating that it no longer recommends the Transaction or recommends, supports or endorses another transaction.

Beadell may, at any time prior to 8:00
a.m. on the Second Court Date, terminate the Scheme Implementation Deed for a breach of Great Panther’s representations and
warranties only if: (a) Beadell has given written notice to Great Panther setting out the relevant circumstances and stating an
intention to terminate or to allow the Scheme to lapse; (b) the relevant breach continues to exist five Business Days (or
any shorter period ending at 5:00 p.m. on the Business Day before the Second Court Date) after the date on which the notice
is given; and (c) the relevant breach amounts to or evidences a Great Panther Material Adverse Change or could reasonably be expected
to give rise to any loss, claim, damage or expense of A$5.0 million or more in aggregate.

If the Scheme Implementation Deed is terminated
by either party, the Scheme Implementation Deed will become void and have no effect, other than clauses 1 (Definitions and Interpretations),
8 (Releases), 9 (Public Announcement), 10 (Confidentiality), 12 (Reimbursement Fee), 14 (Duty, costs and expenses), 15 (GST), 16 (Notices),
17 (General) and Schedule 2 (Definitions and Interpretation) which shall survive termination and in respect of any liability for
an antecedent breach of the Scheme Implementation Deed.

51

Reimbursement Fees

Beadell Reimbursement
Fee

Under the Scheme Implementation Deed, Beadell
must pay to Great Panther, without set-off or withholding, the Beadell Reimbursement Fee of A$2.2 million, subject to clause 12.6
(Compliance with law) of the Scheme Implementation Deed, if:

1.

at any time during the Exclusivity Period, any Beadell Board member withdraws, adversely revises
or adversely qualifies their support of the Scheme or their recommendation that Beadell Shareholders (other than Excluded Shareholders)
vote in favour of the Scheme or fails to recommend that Beadell Shareholders (other than Excluded Shareholders) vote in favour
of the Scheme, unless the Independent Expert concludes in the Independent Expert’s Report (or any update of, or revision,
amendment or supplement to, that report) that the Scheme is not in the best interest of Beadell Shareholders (except where that
conclusion is due wholly or partly to the existence, announcement or publication of a Competing Proposal);

2.

during the Exclusivity Period, the Beadell Board or a majority of the Beadell Board recommends
that Beadell Shareholders accept or vote in favour of, or otherwise supports or endorses (including support by way of accepting
or voting, or by way of stating an intention to accept or vote, in respect of any Director Beadell Shares), a Competing Proposal
of any kind that is announced (whether or not such proposal is stated to be subject to any pre-conditions) during the Exclusivity
Period;

3.

a Competing Proposal in respect of Beadell of any kind is announced during the Exclusivity Period
(whether or not such proposal is stated to be subject to any pre-conditions) and, within six months of the date of such announcement,
the Third Party or any Associate of that Third Party, completes the Competing Proposal;

4.

the Court fails or refuses (taking into account all appeals) to approve the Scheme, or indicates
that it is only willing to do so subject to amendments or modifications which are not consented to by Great Panther (in its absolute
discretion), as a result of a material non-compliance by Beadell with any of its obligations under this deed or applicable law;
or

5.

Great Panther has terminated the Scheme Implementation Deed pursuant to clause 13.1(a)(1) or 13.2(a)
of the Scheme Implementation Deed and the Transaction does not complete,

unless Beadell is, at that time, entitled
to terminate the Scheme Implementation Deed pursuant to clause 13.1(a)(1), 13.1(a)(3) (as a result of the failure of the Condition
Precedent in clause 3.1(l)), or 13.2(b) of the Scheme Implementation Deed.

Great Panther Reimbursement
Fee

Under the Scheme Implementation Deed, Great
Panther must pay to Beadell, without set-off or withholding, the Great Panther Reimbursement Fee of A$2.2 million, subject to clause
12.6 (Compliance with law) of the Scheme Implementation Deed, if:

1.

at any time during the Exclusivity Period, any Great Panther Board Member withdraws, adversely
revises or adversely qualifies their support of the Scheme or their recommendation that Great Panther Shareholders vote in favour
of the Transaction and the issuance of the Scheme Consideration or fails to recommend that Great Panther Shareholders vote in favour
of the Transaction and Great Panther Shareholders do not approve the Transaction by the requisite majorities or Great Panther terminates
the Scheme Implementation Deed under clause 13.1(b)(1) of the Scheme Implementation Deed;

2.

a Competing Proposal in respect of Great Panther of any kind is announced during the Exclusivity
Period (whether or not such proposal is stated to be subject to any pre-conditions) and the Great Panther Shareholders do not approve
the Transaction by the requisite majorities and, within six months after the date of the

52

announcement of the Competing Proposal,
the Third Party or any Associate of that Third Party completes the Competing Proposal; or

3.

Beadell has terminated the Scheme Implementation Deed pursuant to clause 13.1(a)(1) or 13.2(b)
of the Scheme Implementation Deed and the Transaction does not complete,

unless Great Panther is, at that time,
entitled to terminate the Scheme Implementation Deed pursuant to clause 13.1(a)(1), 13.1(a)(3) (as a result of the failure of the
Condition Precedent in clause 3.1(i)), or 13.2(a) of the Scheme Implementation Deed.

Indemnification and
Insurance

Under the Scheme Implementation Deed, each
of Great Panther and Beadell have indemnified the other and its representatives against any loss suffered or incurred as a result
of a breach of the warranties of the indemnifying party.

Under the Scheme Implementation Deed, Beadell
is to maintain its directors’ and officers’ insurance coverage for a period of seven years following the Effective
Date.

Governing Law

The Scheme Implementation Deed is governed,
construed and enforced in accordance with the laws of Australia.

53

INFORMATION
ABOUT THE COMPANIES

Great Panther Silver
Limited

Great Panther was originally incorporated
under the Company Act (British Columbia) in 1965 under the name “Lodestar Mines Ltd.” On June 18, 1980, the
Great Panther Shares were listed on the TSX Venture Exchange. On March 22, 1996, Great Panther was continued under the Business
Corporation Act (Yukon). On July 9, 2004, Great Panther was continued to British Columbia under the Business Corporations
Act (British Columbia). On November 14, 2006, the Great Panther Shares began trading on the TSX. On February 8, 2011, the Great
Panther Shares were listed on the NYSE (American), while Great Panther retained its listing on the TSX.

Great Panther is presently a primary silver
mining and exploration company and its current business was effectively established on February 18, 2004 when the Company entered
into an option agreement, which granted it the right and option to purchase 100% of the ownership rights to its current day Topia
mine in the state of Durango, Mexico. The Company exercised its option to purchase the mine in in February 2005. Following this,
on October 25, 2005, the Company signed a formal purchase agreement to purchase 100% of the ownership rights in a group of producing
and non-producing silver-gold mines in the Guanajuato Mining District, which included the primary assets and concessions that comprise
the Company’s current day Guanajuato Mine Complex, including the San Ignacio mining concessions and the Cata processing plant.
In August 2012, the Company signed a definitive agreement for the purchase of a 100% interest in certain surface rights to a total
of 19.4 hectares at the San Ignacio Mine, for the construction of a mine portal and ancillary surface facilities. On June 30, 2017,
Great Panther purchased the Coricancha Mine in Peru.

Great Panther’s current activities
are focused on the mining of precious metals from its two wholly-owned operating mines in Mexico: the Guanajuato Mine Complex and
the Topia Mine. Great Panther is also advancing towards a decision to restart the Coricancha Mine in Peru with the initiation of
a bulk sample program following the completion of a positive preliminary economic assessment in May 2018. Great Panther also continues
to pursue the acquisition of additional mining operations or projects in the Americas.

Great Panther is a public company trading
on the TSX under the ticker symbol “GPR” and on the NYSE (American) under the ticker symbol “GPL”. Great
Panther’s principal executive offices are located at Suite 1330, 200 Granville Street, Vancouver, British Columbia V6C 1S4,
and its telephone number is 604-608-1766. Additional information about Great Panther can be found under its profile on SEDAR at
www.sedar.com or its website at www.greatpanther.com. The information contained in, or that can be accessed through, Great Panther’s
website is not intended to be incorporated by reference into this Management Information Circular, except as expressly provided
for herein. For further information about Great Panther, see Appendix D.

Beadell Resources Limited

Beadell is a public company trading on
the ASX under the ticker symbol “BDR”. Beadell was incorporated on May 3, 2007 in Western Australia, Australia under
Australian Company Number ACN 125 222 291. Beadell operates the Tucano Gold Mine in mining-friendly Amapá State, northern
Brazil. Tucano is located within 2,500 km2 of highly prospective and under-explored “Birimian age” greenstone
terrane. The Tucano plant was recently upgraded to process approximately 3.5 million tonnes per year of oxide-sulphide ore feed
in for a range of blends. There is a pipeline of high potential in-mine and near-mine prospects, anchored by several high-grade
gold drill intervals over several metres, which represent a near-term opportunity to improve the head grade and prolong the mine
life.

Additional information about Beadell can
be found on the website of the ASX at www.asx.com.au or its website at www.beadellresources.com.au. The information contained in,
or that can be accessed through, the website of the ASX or Beadell’s website is not intended to be incorporated into this
Management Information Circular. In addition, Beadell is required to lodge various documents with ASIC. Copies of documents lodged
with ASIC by Beadell may be obtained from an ASIC office. For further information about Beadell, including copies of its 2017 Annual
Report, 2016 Annual Report, management’s discussion and analysis for the nine-month period ended September 30, 2018, and
annual and interim financial statements for its most recently completed financial periods, see Appendix E.

54

INFORMATION
CONCERNING THE MERGED GROUP

Summary

The acquisition of Beadell by Great Panther
will create a new emerging and growth oriented precious metals producer. Upon implementation of the Scheme, Great Panther will
continue to be a company existing under the laws of the Province of British Columbia, Canada, and former Beadell Shareholders (other
than Ineligible Foreign Shareholders and Electing Small Shareholders) will hold Great Panther Shares. The Great Panther Shares
will continue to be quoted on the TSX and the NYSE (American).

Overview of the Merged Group’s
Asset Portfolio

The Transaction will create a new emerging
and growth oriented precious metals producer focused on the Americas with strong geographic diversity across three leading mining
jurisdictions, and a diverse asset portfolio including:

(a)

Beadell’s Tucano Gold Mine located in Brazil;

(b)

Great Panther’s Guanajuato Mine Complex located in Mexico;

(c)

Great Panther’s Topia Mine located in Mexico;

(d)

Great Panther’s Coricancha Mine in Peru;

(e)

Great Panther’s El Horcon, Santa Rosa, and Plomo exploration properties in Mexico; and

(f)

Beadell’s Tartaruga Gold Exploration Project located in Brazil.

The foregoing assets are described in more
detail in Appendices D and E of this Management Information Circular.

Direction of the Merged
Group

Great Panther’s strategy for the
Merged Group is to focus on the optimization of Beadell’s Tucano mine in Brazil, including enhancement of mining and processing
operations, while maintaining and improving operations at Great Panther’s Guanajuato and Topia mines in Mexico and advancing
the evaluation of a restart of the Coricancha mine in Peru. Great Panther plans to implement this strategy with a diligent focus
on mining costs and conservative decision making in order to preserve the balance sheet of the Merged Group and minimize future
financing requirements. To the extent that additional financing is required, the Merged Group will evaluate equity and debt financings,
and potentially a combination of equity and debt financings, as required to continue its business plans for the Merged Group.

Over the last few years, Great Panther
has grown and optimized its operations in Mexico and acquired and advanced its Coricancha project in Peru. Great Panther’s
balance sheet strength and management team, who have experience in Brazil, are expected to facilitate Beadell’s Tucano improvement
and other optimization initiatives and assisting in managing Beadell’s debt service obligations.

At September 30, 2018, Great Panther had
approximately US$58 million in cash and short-term deposits, US$65 million in net working capital and no debt. However, after
giving effect to the Transaction, Great Panther will assume Beadell’s indebtedness under the MACA Agreement, the Beadell
Convertible Debentures, the ACCs and the Facility Agreement, as more fully described under the heading “Information Concerning
the Merged Group – Financing Arrangements”. Such additional indebtedness may impact the ability of Great Panther
to pursue its business objectives. See “Risk Factors” herein, as well as the additional risk factors included
and incorporated by reference in Appendices D and E to this Management Information Circular.

After giving effect to the Transaction,
it is anticipated that Great Panther’s cash and net-working capital will be sufficient to manage Tucano’s lower productivity
in the first half of 2019 and later fund Tucano’s near-term

55

exploration and growth initiatives aimed at increasing the Tucano
life of mine and net present value. However, if production at Tucano does not increase as anticipated, it is possible that additional
funds may be required in order to carry out Beadell’s business operations.

Intentions of the Merged
Group

The statements of intention made in this
section are based on the information concerning Beadell and Great Panther and the circumstances affecting the businesses of Beadell
and Great Panther that are known to both companies at the date of this Management Information Circular.

Final decisions on these matters will only
be made by the Merged Group Board in light of all material information, facts and circumstances at the relevant time if the Scheme
is implemented. Accordingly, it is important to recognise that the statements set out in this section are statements of Beadell’s
and Great Panther’s current intentions only, which may change as new information becomes available or circumstances change,
and which will be superseded by the intentions, strategic focus, outlook and decisions of the Merged Group Board.

Business, Operations
and Assets of the Merged Group

If the Scheme is implemented, the Merged
Group’s principal assets will include:

(a)

the Tucano Gold Mine (100% owned);

(b)

the Tartaruga Gold Exploration Project (100% owned);

(c)

the Guanajuato Mine Complex (100% owned);

(d)

the Topia Mine (100% owned);

(e)

the Coricancha Mine (100% owned); and

(f)

exploration tenures in Mexico (100% owned).

The Merged Group plans to operate and manage
these assets as described below:

Mexican Operations

The Merged Group will focus on continuing
steady and efficient operations in Mexico, including seeking ways to optimize mining methods and control costs. The objective will
be to assess expansion opportunities in the ordinary course with a view of maximizing revenues from operations and the value of
these assets. The Merged Group will continue with existing exploration programs in order to extend the mine life of the Guanajuato
Mine Complex and Topia mines, and to continue to advance the permitting applications at the Guanajuato Mine Complex, and satisfy
both the PROFEPA and SEMARNAT process at Topia.

Brazil Operations

The Merged Group will continue the operations
of the Tucano mine in Brazil. In addition, it is anticipated that the Merged Group will continue to carry out exploration of Beadell’s
2,500 km2 exploration package.

Coricancha

The Merged Group expects to advance the
Coricancha project by completing the Bulk Sample Program early in 2019 and to make a decision shortly thereafter as to whether
to commence the restart of Coricancha. The objective of the Bulk Sample Program is to confirm expectations regarding throughput,
grades, and recoveries. If a decision is made to proceed with a restart, it is anticipated that the development and capital investments
necessary to restart Coricancha will occur within a year of a restart decision. Although a preliminary economic assessment has
been completed on the

56

restart of Coricancha, the Merged Group does not currently plan to complete a feasibility study in connection
with any production decision due to (i) the existing processing plant facility, (ii) the ability to continue on to development
and production based on low initial capital costs, (iii) the Merged Group’s knowledge of the mine and resource base, and
(iv) data and information that has been and will be gained from the Bulk Sample Program that will test and refine assumptions and
plans in the completed preliminary economic assessment.

The Merged Group expects to continue the
reclamation of certain legacy tailings facilities at Coricancha under a remediation plan approved by the MEM. Great Panther is
seeking approval of a modification to the remediation plan from MEM in accordance with the recommendations of an independent consultant
to preserve the stability of nearby areas. Great Panther has changed the scheduling of the reclamation work, pending a decision
from the MEM regarding the proposal to modify the approved remediation plan. Great Panther has an agreement with the previous owner
of Coricancha for the reimbursement of costs to execute reclamation activities up to an agreed maximum.

Employees

The Merged Group anticipates that the Beadell
headquarters in Australia will be closed and Great Panther will assume the overall head office responsibilities from its headquarters
in Vancouver, British Columbia, Canada. As a result, the senior management of Beadell will be terminated on completion of the Scheme
as their services will not be required as part of the management team of the Merged Group. However, Dr. Nicole Adshead-Bell will
join the board of directors of the Merged Group. The Merged Group anticipates that the existing management and operating team in
Brazil will remain in place as they are required to continue the operations of the Tucano mine.

Other intentions

Other than as referred to in this Management
Information Circular, it is the intention of Great Panther that the business of the Beadell Group will be conducted in substantially
the same manner as at the date of this Management Information Circular.

Ownership and Capitalization
of the Merged Group

Great Panther Shares

Based on the number of Beadell Shares outstanding
as at the date hereof, pursuant to the Scheme Implementation Deed, Great Panther will issue up to approximately 105,588,208 Great
Panther Shares to Beadell Shareholders at the implementation of the Scheme (including up to 1,993,346 Great Panther Shares to be
issued as consideration for Beadell Shares issuable upon the exercise or exchange of outstanding Beadell Options and Beadell Performance
Rights).

As at the date hereof, Great Panther expects
that, immediately following implementation of the Scheme, there will be approximately 272,759,868 Great Panther Shares issued and
outstanding and current Great Panther Shareholders will hold approximately 62% of the then outstanding Great Panther Shares and
former Beadell Shareholders will hold approximately 38% of the then outstanding Great Panther Shares on an undiluted basis and
without giving effect to the exercise or exchange of any Beadell Options or Beadell Performance Rights prior to the implementation
of the Scheme.

Impact of Beadell
Options and Beadell Performance Rights

Prior to the implementation of the Scheme,
all outstanding Beadell Options will be exercised in exchange for Beadell Shares or will lapse or be terminated in accordance with
the Beadell Option Plan and all outstanding Beadell Performance Rights will vest and be exchanged for Beadell Shares in accordance
with the Beadell Performance Rights Plan. The holders of such Beadell Shares will receive Great Panther Shares at the Exchange
Ratio.

As at the date hereof, there are 27,800,000
Beadell Options and 4,402,687 Beadell Performance Rights outstanding, which, at the Exchange Ratio, would result in the issuance
of an additional 1,720,820 Great Panther Shares and

57

272,526 Great Panther Shares, respectively, on the implementation of the Scheme;
provided, however, that certain of the Beadell Options are “out of the money” and may not be exercised prior to the
implementation of the Scheme.

Great Panther Replacement
Warrants

Beadell has entered into binding agreements
with in the holders of 100% of the Beadell Warrants to accept the Warrant Consideration in exchange for their outstanding Beadell
Warrants on the Scheme becoming Effective. Under such binding agreements, each holder of Beadell Warrants will receive a number
of Great Panther Replacement Warrants equal to the number of their Beadell Warrants multiplied by the Exchange Ratio at a price
adjusted in accordance with the Exchange Ratio, and otherwise on substantially the same terms and conditions as the original Beadell
Warrant.

After giving effect to the Scheme and assuming
that all of the holders of Beadell Warrants will have entered into binding agreements to accept the Warrant Consideration, it is
anticipated that there will be outstanding Great Panther Replacement Warrants exercisable into a total of: (a) 3,428,032 Great
Panther Shares with an exercise price of US$1.317 and an expiry date of May 17, 2022; and (b) 6,321,695 Great Panther Shares with
an exercise price of US$1.317 and an expiry date of June 27, 2022.

Beadell Convertible
Debentures

Beadell has 10,000 Beadell Convertible
Debentures outstanding with a principal amount of US$10,000,000. The implementation of the Scheme will constitute a “Change
of Control” (as defined in the Debenture Indenture) of Beadell. In accordance with the terms of the Debenture Indenture,
upon the occurrence of a Change of Control, Beadell is required to make a Change of Control Purchase Offer to purchase all Beadell
Convertible Debentures on issue at a price per Beadell Convertible Debenture equal to 105% of the principal amount, plus accrued
and unpaid interest (referred to herein as the “Change of Control Offer Price”). It is a condition precedent
to completion of the Scheme that holders of Beadell Convertible Debentures agree in writing, before 8:00 a.m. on the Second Court
Date, to either: (a) accept the Change of Control Purchase Offer; or (b) waive the obligation of Beadell to make the Change of
Control Purchase Offer and consent to the entering into of a supplemental indenture in respect of the Beadell Convertible Debentures.

Notwithstanding the condition precedent,
Great Panther has disclosed in its November 30, 2018 news release that it intends to: (i) enter into an amended and restated or
supplemental Debenture Indenture pursuant to which Great Panther will expressly assume the obligations of Beadell under the Debenture
Indenture (including funding for the Change of Control Purchase Offer), and the holders of Beadell Convertible Debentures will
be entitled to receive Great Panther Shares on the conversion thereof, and (ii) make the Change of Control Purchase Offer following
completion of the Transaction in accordance with the terms of the Debenture Indenture.

If not less than 90% of the Beadell Convertible
Debentures are tendered to the Change of Control Purchase Offer, then Great Panther will have the right, but not the obligation,
to redeem the remaining outstanding Beadell Convertible Debentures at the Change of Control Offer Price.

If fewer than 90% of the Beadell Convertible
Debentures are tendered to the Change of Control Purchase Offer, then such outstanding debentures shall continue to represent debt
obligations of Great Panther in accordance with the terms thereof.

58

Financing Arrangements

General

As at September 30, 2018, Great Panther
had approximately US$58 million in cash and short term deposits, US$65 million in net working capital and no debt. Immediately
following the implementation of the Scheme, it is anticipated that the Merged Group will have pro forma outstanding borrowings
as at September 30, 2018 of approximately US$69.4 million, as a result of the financial arrangements described below and the assumed
repayment of the Beadell Convertible Debentures.

A number of the conditions precedent to
the completion of the Scheme in favour of Great Panther are directed at securing the agreement of the creditors of Beadell to a
restructuring of Beadell’s liabilities in order to help the Merged Group manage cash flows from Tucano. These key agreements
are summarized as follows:

MACA

Great Panther has entered into the MACA
Consent Agreement with MACA Limited and MACA Mineracao e Construcao Civil Limitada with respect to modifications to the MACA Agreement.
Under the MACA Consent Agreement, MACA has agreed to consent to the change of control to Beadell resulting from the completion
of the Scheme and keep the outstanding loan in place with a term to June 2022 and the following amendments with effect from the
date of implementation of the Scheme:

Original Loan

As Amended

Principal Amount

A$54.7 million

A$54.7 million

% of the net cash proceeds from any third-party debt or equity financing required to be paid to MACA and applied against the outstanding balance of the loan

30%

10%

% of the net proceeds from any exercise of warrants required to be paid to MACA and applied against the outstanding balance of the loan

30%

20%

Principal repayment of loan during 2019

A$12.0 million

A$16.5 million

Ultimate parent guarantee

Full balance

First A$6.0 million of repayments

Principal repayment of loan during 2020

A$18.0 million

A$18.0 million

Conversion right

100% of Loan into Beadell Shares(1)

A$15.0 million into Great Panther Shares(2)

Notes:

(1)

Conversion is subject to shareholder approval.

(2)

MACA’s conversion right under the amended terms provides for a limit of A$5 million in each
quarter following the Implementation Date at a 5% discount to the 20-day volume weighted average price. Any principal amount of
the loan which is converted to Great Panther shares will reduce the outstanding balance of the loan, with 50% to be applied to
reduce the remaining monthly payments on a pro-rata basis with the exception of the A$6 million guaranteed payments.

The Merged Group will otherwise continue
to be liable for the payment of the amounts payable under the MACA Agreement.

59

Bank Indebtedness

The Merged Group will continue to be liable
for the payment of the following bank indebtedness of Beadell:

(a)

Santander – Itaú Facility. As of September 30, 2018 the Santander –
Itaú Facility was US$12.5 million (A$17.3 million) and is scheduled to be repaid in full by April 2019, with scheduled repayments
in October 2018 (US$2.5 million), January 2019 (US$5 million) and April 2019 (US$5 million). In respect of the Santander
– Itaú Facility, Beadell’s subsidiaries have provided security in the form of a fiduciary lien over the issued
shares of Beadell Brasil Limitada and a pledge over the mineral rights at Tucano; and

(b)

Unsecured Interest Bearing Bank Facilities. As of September 30, 2018, Beadell had
US$16.7 million (A$23.1 million) in unsecured interest bearing bank facilities, in the form of advances on currency exchange contracts,
which were fully drawn as of September 30, 2018. These advances are due for repayment on November 19, 2019.

Loan Agreement

Great Panther and Beadell have entered
into the Loan Agreement pursuant to which Great Panther has agreed to advance to Beadell and Beadell Brasil, as joint and several
borrowers, a non-revolving term loan in the principal amount of US$5,000,000, the proceeds of which are being used by Beadell for
working capital requirements.

Pursuant to the Loan Agreement, the outstanding
balance of the loan bears interest at the rate of 14% per year in arrears until and including January 15, 2019 (which maturity
date may be extended by mutual agreement for an additional 30 days). The loan is unsecured. In accordance with the Loan Agreement,
Beadell and Beadell Brasil have agreed to prepay the outstanding principal balance of the loan (but not accrued and unpaid interest
thereon) in an amount equal to 100% of all proceeds of PIS (Programas de Integração
Social e de Formação do Patrimônio do Servidor Público) and COFINS (Contribuição
para Financiamento da Seguridade Social) refunds, immediately upon receipt of such proceeds by Beadell or Beadell Brasil.
In connection with the execution of the Loan Agreement, Beadell has agreed to pay to Great Panther a structuring fee in an amount
equal to US$50,000, payable from the proceeds of the loan.

Other financing considerations

The Merged Group does not anticipate having
any indebtedness following the Implementation Date, except as described above and trade creditors incurred in the ordinary course
of business.

Pro Forma Consolidated
Financial Information for the Merged Group

The pro forma condensed consolidated financial
statements of the Merged Group are set out in Appendix F to this Management Information Circular and should be read in conjunction
with the financial information concerning Great Panther that is incorporated by reference in to this Management Information Circular
and the financial information concerning Beadell set out in Appendix E.

The pro forma condensed consolidated financial
statements of the Merged Group included as Appendix F to this Management Information Circular are presented for illustrative purposes
only and are not necessarily indicative of: (a) the financial results that would have occurred had the Scheme actually occurred
at the times contemplated as disclosed in the notes to the unaudited pro forma condensed consolidated financial statements of the
Merged Group; or (ii) the results expected in future periods.

60

Board and Management
of the Merged Group

Board of Great Panther

On implementation of the Scheme, the board
of the Merged Group will be comprised of: R.W. (Bob) Garnett, Robert A. Archer, John Jennings, W.J. (James) Mullin, Elise Rees,
James M. (Jim) Bannantine, Jeffrey R. Mason, and Dr. Nicole Adshead-Bell, Beadell’s current Chief Executive Officer and Managing
Director.

Biographies of each are summarised below.

R.W. (Bob) Garnett, CPA, CA, ICD.D,
Director. Mr. Garnett is a Chartered Professional Accountant in the Province of British Columbia (1973) and obtained
a Bachelor of Arts (Commerce) from Simon Fraser University in 1972. In 2007, he completed the Certified Directors Program with
the Institute of Corporate Directors with the designation of ICD.D. In 2012, he was appointed a Commissioner of the Financial Institutions
Commission by the Lieutenant Governor in Council on the recommendation of the Minister of Finance of the Province of British Columbia,
which appointment expired in June 2018. The Financial Institutions Commission is an agency of the provincial government, which
administers nine statutes providing regulatory rules for the protection of the public in the province of British Columbia. Mr.
Garnett also currently serves on the board of Media Valet Inc., a Vancouver based company that provides cloud based digital asset
management software to many of the world’s leading brands. Mr. Garnett is also chair of the Audit Committee of Media Valet
Inc. and has served as President of a world ranked golf facility located near Merritt, British Columbia from 2012 to 2015.

Robert A. Archer, P. Geo., Director.
Mr. Archer has been a Director of Great Panther since 2004. He also served as President and Chief Executive Officer of
Great Panther from April 2004 to July 2012 and from May 2013 to August 2017. Mr. Archer has a B.Sc. (Hons.) degree in Geology
from Laurentian University in Ontario and is a registered Professional Geologist. He has more than 15 years of experience
working with major mining companies including Newmont Exploration Canada Ltd., Rio Algom Exploration Inc., Placer Dome Canada Ltd.,
and Noranda Exploration Inc. In the past 22 years, he has held various positions at the senior management level of junior
exploration and producing companies. Mr. Archer also served as Chair of the Board of Directors and chair of the Audit
Committee of Altair Gold Inc. from 2006 to 2014. Altair Gold Inc. is a junior gold exploration company. Mr. Archer
was also the President and Chief Executive Officer and a Director of Cangold Limited, a junior mineral exploration company which
was acquired by Great Panther on May 27, 2015. Since March 1, 2018, Mr. Archer has been a Director of Newrange Gold Corp., an exploration
and development company focused on near to intermediate term gold production opportunities Since March 20, 2018, he has served
as a Director of Prize Mining Corporation, a Calgary based junior mining issuer engaged in the acquisition, exploration and development
of mining properties.

John Jennings, CFA, Director.
Mr. Jennings is employed as Practice Lead, Director and Executive Search with WATSON Advisors Inc., a leading boutique focused
on corporate governance and recruiting board directors and executive talent since October 2017. Previously, he was a Senior
Client Partner with Korn Ferry International, a global organizational and people advisory firm and the world’s largest provider
of executive search from March 2012 to May 2017. Prior to that, his roles included executive leadership in real estate and
in investment banking in Canada and the UK for twenty-six years. He earned a Master of Business Administration degree from
London Business School, and a Bachelor of Science degree in Chemistry from Western University. He also holds the designation
of Chartered Financial Analyst.

W.J. (James) Mullin, Director.
Mr. Mullin is a retired Professional Engineer in the province of British Columbia. He is a graduate of Colorado School of Mines
(Mining Engineering) and spent thirty-three years with Newmont Mining Corporation. After advancing through progressively senior
roles at the Similkameen Mine in Princeton, BC (now Copper Mountain), he was appointed Vice President and General Manager of the
operation. In 1989, he moved to Nevada where he managed several of Newmont’s operations. His career culminated in the position
of Senior Vice President of North American Operations. His responsibilities included the management of open pit and underground
mines, and processing plants in Canada, the United States and Mexico. He retired from Newmont in 2001. Mr. Mullin has a lengthy,
successful history of establishing safety and production records, with particular emphasis on cost reduction, improving efficiencies
and developing operating synergies between mine sites. Through a series of mergers and acquisitions, Mr. Mullin became skilled
at the integration and reorganization of operations to achieve substantial improvements in processes and cost savings.

61

During the
six years prior to the date of this Information Circular he has acted as an independent consultant in the mining industry and owned
and operated a mid-sized cattle ranch.

Elise Rees, FCPA, FCA, ICD.D, Director.
Ms. Rees is an experienced director, having served on the boards of a number of profit and not-for profit organizations, including
as board chair, treasurer, and audit and finance committee chair. She currently sits on the boards of Alcanna Inc., Enmax Corporation
and Westland Insurance, as well as the Greater Vancouver Board of Trade. Ms. Rees retired in June 2016 after a thirty-five-year
career in professional accountancy. She spent eighteen years as a partner with Ernst & Young, LLP with the last 14 years of
her tenure focused on acquisitions, mergers and corporate reorganizations. She has a breadth of experience in a large variety of
industries with specific focus on mining, infrastructure, transportation, technology, real estate, retail and distribution. Ms.
Rees has been recognized for her leadership with the designation of Fellow Chartered Professional Accountant and Fellow Chartered
Accountant in 2010; Community Builder Award, Association of Women in Finance (2012); Influential Woman in Business Award (2007);
and the Ernst & Young Rosemarie Meschi Award for Advancing Gender Diversity (2007). She was also recognized as one of the Top
100 Most Powerful Women in Canada in 2015 by Women’s Executive Network. Ms. Rees has a B.A. (Hons) from the University of
Strathclyde, Scotland and is a graduate of the ICD-Rotman Directors Education Program with the designation of ICD.D.

James M. (Jim) Bannantine, PE, MBA,
Director, President & Chief Executive Officer. Mr. Bannantine has more than twenty years’ experience in senior
management level roles in both private and public companies spanning several industries. Before joining Great Panther Silver, Mr.
Bannantine served as President and Chief Executive Officer of Aura Minerals Inc., a mid-tier gold and copper production company
focused on the development and operation of gold and base metal projects in the Americas, for six years. He was also the co-founder
and Managing Partner of Atlantic Capital Group for five years. Prior to Atlantic Capital Group, Mr. Bannantine had served
as President and Chief Operating Officer of Broadwing Corporation for four years and held several positions over ten years at Enron
Corporation culminating as CEO of Enron South America. He holds a Master of Business Administration from the Wharton School of
the University of Pennsylvania and a Bachelor of Science, Mechanical Engineering concentration, from West Point. He is a licensed
Professional Engineer, fluent in Spanish and Portuguese, and has served twelve years in the US Army Corps of Engineers.

Jeffrey R. Mason, B Com., CPA, CA, ICD.D,
Director. Mr. Mason is a Chartered Professional Accountant and holds an Institute of Corporate Directors designation.
Over the past 25 years he served on over 20 public company’s boards. He is experienced in exploration, development, construction
and operation for silver, gold, copper, nickel, lead, zinc, platinum group metals and diamond projects in the Americas, Asia and
Africa. In 2004 he was awarded the BC Ernst & Young Entrepreneur of the Year Award (Natural Resources Category). He also
worked for 15 years for the Hunter Dickinson group, where he performed a variety of roles including Principal, Chief Financial
Officer and Corporate Secretary. Mr. Mason served as Director and Audit Chair for eight years at Coastal Contacts Inc. (sold to
Essilor International in 2014). He began his career with Deloitte LLP as a Chartered Accountant, followed by eight years at
Homestake Mining Company (merged with Barrick Gold Corporation) and also served as Chief Financial Officer of Wellgreen Platinum
Ltd. from 2012 to 2016. Mr. Mason also sits as an independent board member of one TSX company and three TSX Venture Exchange
listed issuers, one of which is inactive. Although the activity levels of these TSX Venture Exchange issuers is limited relative
to Great Panther, Mr. Mason’s independent directorship of these companies provides the benefits of his years of public
company experience to guide their development. The balance of Mr. Mason’s professional activities is spent providing financial
and operations advisory consulting services.

Dr. Nicole Adshead-Bell, Proposed Director.
Dr. Adshead-Bell is a geologist with over 20 years of capital markets and natural resource
sector experience. From 2015 to 2018, she was the President of Cupel Advisory Corp., an advisory firm focused on investments in
the natural resource sector. From 2012 to 2015, Dr. Adshead-Bell was the Director of Mining Research at Sun Valley Gold LLC (SVG),
a US-based Securities Exchange Commission registered investment advisor focused on the precious metals sector. Prior roles include:
Managing Director, Investment Banking

62

at Haywood Securities, where she concentrated on building the company’s M&A and
financing business in the mining sector; sell-side analyst at Dundee Securities; and buy-side analyst at SVG.

Management of the
Merged Group

The key management team of the Merged Group
following implementation of the Scheme will include James M. Bannantine, Jim Zadra, Brian Peer, Samuel Mah, Mariana Fregonese,
Christopher Richards, Aoife McGrath and Luis Pablo Diaz.

See the biographical information for Mr.
Bannantine above under the heading “Board of the Merged Group”.

Jim Zadra, CPA, CA, MBA, Chief Financial
Officer

Mr. Zadra joined Great Panther in September
2011 and has responsibility for corporate finance, including financial reporting, planning & forecasting, taxation, and treasury.
Mr. Zadra is a Chartered Professional Accountant and has over 15 years of experience in senior corporate finance roles with significant
experience in the areas of financial reporting, taxation, strategic planning, capital markets, M&A and corporate governance.

Prior to joining Great Panther, Mr. Zadra
served over three years as Chief Financial Officer and Corporate Secretary of DDS Wireless International Inc.). Prior to DDS he
was Vice President of Finance, North America, at Sophos, (2003-2008) a leading global information technology security company with
offices in 19 countries. Mr. Zadra has also held senior roles at ActiveState Corporation, Canaccord Capital and Deloitte LLP,
and has served as a director for several venture stage public companies. Mr. Zadra holds a Master of Business Administration degree
from Queen’s University and a Bachelor of Commerce degree from the University of British Columbia.

Brian Peer, B.A. Sc, Vice President
Operations, Mexico

Mr. Peer was appointed Vice President of
Operations, Mexico in August 2017 and has more than 30 years of mining experience including 19 years in senior management. Most
recently, he was General Manager with Red Eagle Mining in Colombia, responsible for implementing new narrow vein mining methods.
Previously, Mr. Peer held the position of Country Manager, Mexico for Alamos Gold, where he was responsible for the safe and efficient
operation of two mines and the development of two additional underground mines. Mr. Peer also worked for Coeur Mining and for ten
years at Barrick Gold. He is a graduate from the University of Texas El Paso with a Bachelor of Science degree in Geology and is
fluent in Spanish.

Samuel Mah, P.Eng., M.A.Sc, Vice President,
Technical Services

Mr. Mah joined Great Panther in April 2017
as Vice President Corporate Development with the responsibility of identifying and evaluating acquisition opportunities to meet
Great Panther Silver’s growth objectives.

Mr. Mah has more than 20 years of experience
in the mining industry and was most recently employed at Silver Wheaton Corp. as Senior Director Project Evaluations where he was
a key player in conducting the technical appraisal and due diligence reviews for their streaming deals. During his tenure of more
than eight years, he evaluated over 300 projects and mines spread across 43 countries. Prior to Silver Wheaton Corp., he held engineering
roles with AMEC Americas (Metals and Mining), SRK Consulting (Canada) Inc., Goldcorp Inc. and Placer Dome Inc. (now Barrick Gold
Corporation). Mr. Mah is a Registered Professional Engineer and holds a Bachelor of Applied Science in Mining and Mineral Process
Engineering, and a Master of Applied Science degree, both from the University of British Columbia.

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Mariana Fregonese, Vice President, Social
Responsibility

As Vice President, Social Responsibility
Mrs. Fregonese leads Great Panther’s overarching social responsibility and stakeholder engagement strategy. Mrs. Fregonese
joined Great Panther in 2007 and since 2014 has been committed to advancing social and sustainable development of the local communities
in which Great Panther operates.

Mrs. Fregonese is responsible for a diverse
portfolio, focused on building strategic partnerships and fostering relationships with communities, governments, public agencies,
non-government organizations, and other stakeholders to maximize the benefits of mining locally, and to achieve effective and sustainable
community development. Mrs. Fregonese holds a Bachelor’s Degree in Occupational Therapy (Hons) from the University of Buenos
Aires, Argentina. She is a certified Sustainability Practitioner (CSR-P).

Christopher Richards, CPA, CA, Vice
President Finance

With over 14 years in the mining industry
and as a Chartered Professional Accountant, Mr. Richards brings broad experience in all aspects of financial management, reporting,
technical accounting, risk advisory, corporate finance and tax management. Prior to joining Great Panther, Mr. Richards served
as a senior financial consultant at various mining companies in Vancouver, providing his expertise to merging and newly formed
project development-staged entities. Prior to that, he spent seven years as the Vice President Finance and Corporate Secretary
of Kyzyl Gold Ltd., was Corporate Controller at NovaGold Resources and a Senior Manager at KPMG LLP.

Mr. Richards holds a Bachelor of Business
Administration degree from Simon Fraser University and a Certificate in Mining Studies from the Norman B. Keevil Institute of Mining
Engineering at the University of British Columbia.

Ms. McGrath has 20 years of experience
in the mining industry, having worked in multiple jurisdictions globally and predominantly in gold mining and exploration. Most
recently, Ms. McGrath spent more than five years with Alamos Gold as Vice President Exploration and prior to that Director of Exploration
and Corporate Development, being responsible for six exploration departments in four countries and managed annual budgets of up
to US$36 million. Prior to joining Alamos, Ms. McGrath was Executive Director of Exploration at Carbine Resources, where she
built the exploration team from scratch and directed the initial exploration programs in Burkina Faso. She also worked for Red
Back Mining as Exploration Manager of the Chirano Mine in Ghana, where she led the team to the discovery of the Akwaaba Underground
Deposit and as a Senior Exploration Geologist for AngloGold Ashanti at the Geita Gold Mine in Tanzania.

Luis Pablo Diaz, B.Sc.Eng, Country Manager,
Brazil

Mr. Diaz is a mining engineer with over
18 years of international experience ranging from open pit and underground mine planning, production and management; advancing
new projects through feasibility and into construction; contract mining and mining consulting. Mr. Diaz is a Brazilian national,
nationalised Australian, resides in Brazil and speaks fluent Portuguese, English and Spanish.

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RISK
FACTORS

You should consider carefully the following
risk factors, as well as the risk factors identified elsewhere in this Management Information Circular and in the documents incorporated
herein by reference before deciding whether to vote for the Great Panther Scheme Resolution. In particular, an extensive list of
risk factors relating to the business of Great Panther is set forth in Great Panther’s annual information form, dated March
23, 2018, for the year December 31, 2017, and such risk factors are incorporated in this Management Information Circular by reference.
Risk factors relating to the business of Beadell are set forth in Appendix E.

This section does not take into account
the investment objectives, financial situation, position or particular needs of Great Panther Shareholders. Each Great Panther
Shareholder should consult their legal, financial or other professional adviser if they have any queries.

Risks relating to the
Scheme

Completion of the
Scheme is subject to several conditions that must be satisfied or waived

The Scheme is subject to a number of conditions
which are contained in clause 3 of the Scheme Implementation Deed. There can be no certainty, nor can Great Panther or Beadell
provide any assurance, that these conditions will be satisfied or waived (where applicable), or if satisfied or waived (where applicable),
when that will occur. In addition, several of the conditions precedent to the Scheme are beyond the control of Great Panther or
Beadell, including, but not limited to, required regulatory and third-party approvals and consents.

If for any reason the conditions to the
Scheme are not satisfied or waived (where applicable) and the Scheme is not completed, the market price of Great Panther Shares
may be adversely affected.

The Scheme Implementation
Deed may be terminated by Great Panther or Beadell in certain circumstances

Each of Great Panther and Beadell has the
right to terminate the Scheme Implementation Deed in certain circumstances. See the section entitled “The Scheme Implementation
Deed – Termination Rights”. Accordingly, there is no certainty that the Scheme Implementation Deed will not be
terminated by either Great Panther or Beadell before the implementation of the Scheme.

If the Scheme Implementation Deed is terminated,
there is no assurance that Great Panther will be able to find an acquisition that provides the benefits anticipated from the acquisition
of Beadell.

Following the implementation
of the Scheme, the Merged Group may not realize all of the anticipated benefits of the Scheme.

Great Panther believes that the Scheme
will provide benefits to Great Panther as described elsewhere in this Management Information Circular. However, there is a risk
that some or all of the expected benefits of the Scheme may fail to materialize, or may not occur within the time periods anticipated
by Great Panther. The realization of such benefits may be affected by a number of factors, including tax and regulatory considerations
and decisions, many of which are beyond the control of Great Panther and Beadell.

The challenge of combining previously independent
businesses makes evaluating the business and future financial prospects of Great Panther following the Scheme difficult. Great
Panther and Beadell have operated and, until completion of the Scheme, will continue to operate, independently. The past financial
performance of each of Great Panther and Beadell may not be indicative of their future financial performance. Realization of the
anticipated benefits in the Scheme will depend, in part, on the Merged Group’s ability to successfully integrate Great Panther
and Beadell. The Merged Group will be required to devote significant management attention and resources to integrating its business
practices and support functions. The diversion of management’s attention and any delays or difficulties encountered in connection
with the Scheme and the coordination of the two companies’ operations could have an adverse effect on the business, financial
results, financial condition or the share price of the Great Panther Shares following the Scheme. The coordination process may
also result in additional and unforeseen expenses.

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Failure to realize all of the anticipated
benefits of the Scheme may impact the financial performance of the Merged Group and the price of the Great Panther Shares.

The announcement
and pendency of the Scheme could adversely affect Great Panther’s and Beadell’s business, results of operations and
financial condition.

The announcement and pendency of the Scheme
could cause disruptions in and create uncertainty surrounding Great Panther’s and Beadell’s business, including affecting
Great Panther’s and Beadell’s relationships with its existing and future partners, financiers and employees, which
could have an adverse effect on Great Panther’s and Beadell’s business, results of operations and financial condition,
regardless of whether the Scheme is completed. In particular, Great Panther and Beadell could potentially lose important personnel
as a result of the departure of employees who decide to pursue other opportunities in light of the Scheme. In addition, Great Panther
and Beadell have expended, and continue to expend, significant management resources in an effort to complete the Scheme, which
are being diverted from Great Panther’s and Beadell’s day-to-day operations.

If the Scheme is not completed, the price
of the Great Panther Shares may fall to the extent that the current price of the Great Panther Shares reflects a market assumption
that the Scheme will be completed. In addition, the failure to complete the Scheme may result in negative publicity or a negative
impression of Great Panther in the investment community and may affect Great Panther’s relationship with employees and other
partners in the business community.

Great Panther and
Beadell will incur transaction fees and costs in connection with the Scheme.

Great Panther and Beadell have incurred
and expect to incur additional material non-recurring expenses in connection with the Scheme and completion of the transactions
contemplated by the Scheme Implementation Deed, obtaining required shareholder approval, as applicable, and regulatory approvals.
Great Panther and Beadell have incurred significant legal, advisory and financial services fees in connection with the process
of negotiating and evaluating the terms of the Scheme. Additional significant unanticipated costs may be incurred in the course
of coordinating the businesses of Great Panther and Beadell after completion of the Scheme. Even if the Scheme is not completed,
Great Panther and Beadell will need to pay certain costs relating to the Scheme incurred prior to the date the Scheme was abandoned,
such as legal, accounting, financial advisory, filing and printing fees. Such costs may be significant and could have an adverse
effect on the parties’ future results of operations, cash flows and financial condition.

Significant demands will be placed on
the Merged Group as a result of the Scheme.

As a result of the pursuit and completion
of the Scheme, significant demands will be placed on the managerial, operational and financial personnel and systems of the Merged
Group. The future operating results of the Merged Group will be affected by the ability of its officers and key employees to manage
changing business conditions and to implement and expand its operational and financial controls and reporting systems in response
to the Scheme.

While the Scheme
Implementation Deed is in effect, Great Panther and Beadell are subject to restrictions on their business activities.

Under the Scheme Implementation Deed, Great
Panther and Beadell are subject to certain restrictions on the conduct of their business and generally must operate their business
in the ordinary course prior to completing the Scheme (unless Great Panther or Beadell obtains the other’s consent, as applicable,
which is not to be unreasonably withheld, conditioned or delayed), which may restrict Great Panther’s and Beadell’s
ability to exercise certain of its business strategies. These restrictions may prevent Great Panther and Beadell from pursuing
otherwise attractive business opportunities, making certain acquisitions or making changes to Great Panther’s and Beadell’s
businesses prior to the completion of the Scheme or termination of the Scheme Implementation Deed, as applicable. In addition,
these restrictions may prevent Great Panther and Beadell from making certain investments, selling assets, engaging in capital expenditures
in excess of certain agreed limits and incurring indebtedness prior to the completion of the Scheme or termination of the Scheme
Implementation Deed, as applicable. These restrictions could have an adverse effect on Great Panther’s and Beadell’s
business, financial results, financial condition or stock price.

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Cautionary Statement
regarding Technical Information

Information concerning the properties and
operations of Great Panther have been prepared in accordance with the requirements of Canadian securities laws, which differ from
the requirements of Australian securities laws. Unless otherwise indicated, all mineral reserve and mineral resource estimates
included or incorporated by reference in this Information Circular have been prepared in accordance with NI 43-101 and the CIM
definitions and classification system. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes
standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

The scientific and technical information
regarding the Tucano Gold Project included in the section titled “The Tucano Gold Project” of Appendix E of this Management
Information Circular, including the reserve and resource estimates as of June 30, 2017, has been derived from the NI 43-101 compliant
Tucano Technical Report. However, the scientific and technical information regarding the Tucano Gold Mine included in the section
titled “Tucano Gold Mine’s key Ore Reserve and Mineral Resources as at June 30, 2018” in Appendix E of this Management
Information Circular and presented elsewhere in this Management Information Circular as of June 30, 2018 is based upon Beadell’s
ASX release dated December 4, 2018 entitled “Annual Resource and Reserve Statement Update” which has been prepared
in accordance with the 2012 JORC Code. CIM definitions of the terms “mineral reserve”, “proven mineral reserve”,
“probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated
mineral resource” and “inferred mineral resource”, are substantially similar to the 2012 JORC Code corresponding
definitions of the terms “ore reserve”, “proved ore reserve”, “probable ore reserve”, “mineral
resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral
resource”, respectively. Estimates of mineral resources and mineral reserves prepared in accordance with the 2012 JORC Code
would not be materially different if prepared in accordance with the CIM definitions applicable under NI 43-101. There can be no
assurance that those portions of mineral resources that are not mineral reserves will ultimately be converted into mineral reserves.

The technical information in this Management
Information Circular is derived from Great Panther’s technical reports and, where related to the Tucano Gold Mine, has also
been reviewed by Mr. Robert Brown, P.Eng. Mr. Brown is a Professional Engineer registered with the Association of Professional
Engineers and Geoscientists of British Columbia. He was the VP Exploration of Great Panther until December 31, 2016 and is currently
a consultant to Great Panther.

Except in specified
circumstances, if the Scheme is not completed by the End Date, either Great Panther or Beadell may choose not to proceed with the
Scheme.

Either Great Panther or Beadell may terminate
the Scheme Implementation Deed if the Scheme has not been completed by the End Date. However, this right to terminate the Scheme
Implementation Deed will not be available to Great Panther or Beadell if the failure of such party to fulfill any material obligation
under the Scheme Implementation Deed has been the cause of or resulted in the failure of the Scheme to be completed on or before
such time. For more information, see the section entitled “The Scheme Implementation Deed – Termination Rights.”

Resales of Great
Panther Shares following completion of the Scheme may cause the market value of Great Panther Shares to decline.

As at the date hereof, Great Panther expects
that it will issue approximately 103,594,861 Great Panther Shares to Beadell securityholders on the Implementation Date in connection
with the Scheme (approximately 61.2% of the number of Great Panther Shares presently outstanding). In addition, Great Panther may
issue up to an additional 37,542,050 Great Panther Shares in connection with the Scheme upon the exercise, exchange or conversion
of the Beadell Options, Beadell Performance Rights, Great Panther Replacement Warrants, Beadell Convertible Debentures and the
MACA Agreement (as amended by the MACA Consent Agreement). The issuance of these Great Panther Shares could have the effect of
depressing the market value for Great Panther Shares. The increase in the number of Great Panther Shares may lead to sales of such
Great Panther Shares or the perception that such sales may occur, either of which may adversely affect the market for, and the
market value of, Great Panther Shares.

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The market value
of Great Panther Shares may decline as a result of the Scheme.

The market value of Great Panther Shares
may decline as a result of the Scheme if, among other things, the Merged Group is unable to achieve the expected growth in production,
optimization and improvement in Beadell’s operations and other benefits outlined in the sections titled “Great Panther’s
Reasons for the Scheme” are not realized. The Merged Group may also face integration challenges, expected benefits of
the integration of Great Panther’s and Beadell’s businesses may not be realized, and transaction costs related to the
Scheme my be greater than expected. The market value also may decline if the Merged Group does not achieve the perceived benefits
of the Scheme as rapidly or to the extent anticipated by the market or if the effect of the Scheme on the Merged Group’s
financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

Risks relating to the
Merged Group

The risk factors relating to: (a) the business
of Great Panther as set forth in Great Panther’s annual information form, dated March 23, 2018, for the year December 31,
2017 and incorporated by reference into this Management Information Circular; and (b) the business of Beadell as set forth in Appendix
E to this Management Information Circular, will be amongst the risk factors facing the Merged Group after giving effect to the
Scheme. Where such risk factors address operational, commercial, legal or regulatory matters in Mexico and/or Peru, such risk factors
should be read to also include Brazil.

In addition to the risk factors included
or incorporated by reference into this Management Information Circular, the following are additional risk factors in respect of
the Merged Group after giving effect to the Scheme that you should consider.

There can be no
assurance that the Merged Group will be able to secure the funds necessary to finance the optimization and further development
of the Tucano Gold Mine in a manner that will increase value to shareholders.

Upon completion of the Scheme, substantial
expenditures will be required to optimize, develop and to continue with the exploration of the Tucano Gold Mine and near mine exploration
targets. In order to explore and develop Tucano, the Merged Group may be required to expend significant amounts for, among other
things, geological, geochemical and geophysical analysis, drilling, assaying, and, if warranted, further mining and infrastructure
feasibility studies. The Merged Group may not benefit from any of these investments if it is unable to identify commercially exploitable
mineralized material. If successful in identifying reserves, it will require significant additional capital to construct facilities
necessary to extract recoverable metal from those reserves.

The ability of the Merged Group to achieve
sufficient cash flows from internal sources and obtain necessary funding through equity financing, joint ventures, debt financing,
or other means, depends upon a number of factors, including the state of the worldwide economy and the price of gold, silver and
other metals. The Merged Group may not be successful in achieving sufficient cash flows from internal sources and obtaining the
required financing as and when needed for these or other purposes on terms that are favorable to it or at all, in which case its
ability to continue operating may be adversely affected. Failure to achieve sufficient cash flows and obtain such additional financing
could result in delay or indefinite postponement of further exploration or potential development and may cause the Merged Group
to forfeit rights in some or all of its properties or reduce or terminate some or all of its planned operations.

Exploration and Development
Risks Associated with the Tucano Gold Mine.

Resource exploration and development is
a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting
not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient
in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Merged
Group with respect to the Tucano Gold Mine may be affected by numerous factors that are beyond the control of the Merged Group
and that cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral
markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties,

68

allowable production, importing and exporting minerals and environmental protection, the combination of which factors may result
in the Merged Group not receiving an adequate return of investment capital.

The business of exploration for minerals
and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. There
is no assurance that the mineral exploration and development activities of the Merged Group will result in discoveries of commercial
bodies of ore. The long-term profitability of the Merged Group’s operations will in part be directly related to the costs
and success of its exploration programs, which may be affected by a number of factors.

Substantial expenditures are required to
establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for
mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given
that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development
can be obtained on a timely basis.

Changes to Beadell’s reserves
and resources for the Tucano Gold Mine will be updated in the future and are likely to change during that process.

Beadell has advised Great Panther that
the reserve and resource estimates for the Tucano Gold Mine will be updated in the future and are likely to change during that
process. Factors that will influence these changes may include, but not be limited to, ongoing depletion from mining activities,
changes to the reserve and resource modelling parameters, and additional drilling information. The overall impact of these updates
is uncertain; however, Beadell and Great Panther anticipate that it may result in a reduction of the reserve and resource figures
reported by Beadell to the ASX on December 4, 2018.

Great Panther may
not have discovered undisclosed liabilities of Beadell.

In the course of the due diligence review
of Beadell that Great Panther conducted prior to the execution of the Scheme Implementation Deed, Great Panther may not have discovered,
or may have been unable to quantify, undisclosed liabilities of Beadell and its subsidiaries and the Merged Group will not be indemnified
for any of these liabilities. If Beadell has undisclosed liabilities, the Merged Group as a successor owner may be responsible
for such undisclosed liabilities. Such undisclosed liabilities could have an adverse effect on the business, results of operations,
financial condition and cash flows of Great Panther and on the value of the Great Panther Shares after the consummation of the
Scheme.

The consolidated
pro forma financial information of Great Panther and Beadell is presented for illustrative purposes only and may not be indicative
of the results of operations or financial condition of the Merged Group following the Scheme.

The consolidated pro forma financial information
included in Appendix F to this Management Information Circular has been prepared using the consolidated historical financial statements
of Great Panther and Beadell, is presented for illustrative purposes only and should not be considered to be an indication of the
results of operations or financial condition of the Merged Group following the Scheme. In addition, the consolidated pro forma
financial information included in this Management Information Circular is based in part on certain assumptions regarding the Scheme.
These assumptions may not prove to be accurate, and other factors may affect the Merged Group’s results of operations or
financial condition following the Scheme. Accordingly, the historical and pro forma financial information included in this Management
Information Circular does not necessarily represent the Merged Group’s results of operations and financial condition had
Great Panther and Beadell operated as a combined entity during the periods presented, or of the Merged Group’s results of
operations and financial condition following completion of the Scheme. The Merged Group’s potential for future business success
and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered
by recently combined companies.

In preparing the pro forma financial information
contained in this Management Information Circular, Great Panther has given effect to, among other items, the completion of the
Scheme and the payment of the Scheme Consideration. The consolidated pro forma financial information does not reflect all of the
costs that are expected to be incurred by Great Panther and Beadell in connection with the Scheme. For more information, see the
consolidated pro forma

69

financial statements of the Merged Group, attached as Appendix F to this Management Information Circular.

Ability to service
debt

Great Panther has historically not had
any material debt. However, after giving effect to the Scheme Great Panther will assume certain indebtedness of Beadell as described
elsewhere in this Management Information Circular. Great Panther’s ability to service this debt and other obligations will
depend on its future performance and cash flows which to a certain extent are subject to general economic, financial, competitive,
legislative, regulatory and other factors, including the price of gold, silver and other metals, many of which are beyond its control.
Great Panther’s historical financial results (on a pro forma basis) have been, and it is anticipated that Great Panther’s
future financial results will continue to be, subject to fluctuations. Cash flows can vary and the Merged Group’s business
may not generate sufficient cash flow from operations to enable it to satisfy its debt and other obligations. Any inability to
secure sufficient debt funding (including to refinance on acceptable terms) or to service its existing and new debt may have a
material adverse effect on Great Panther’s financial performance and prospects.

Risks related to
the Debenture Indenture

Beadell has 10,000 Beadell Convertible
Debentures outstanding with an aggregate principal amount of US$10,000,000, the terms of which are governed by the Debenture Indenture.
In accordance with the Scheme, Great Panther will assume the obligations of Beadell under the Debenture Indenture and the Beadell
Convertible Debentures. The Debenture Indenture restricts the ability of Beadell, and will restrict the ability of Great Panther,
to incur additional secured indebtedness. If Great Panther is unable to amend the terms of the Debenture Indenture, it may not
be able to obtain additional secured debt financing on terms acceptable to it, or at all. In addition, following completion of
the Transaction, Great Panther will be required to make the Change of Control Purchase Offer, which, if accepted, will require
Great Panther to repurchase the Beadell Convertible Debentures in accordance with the terms of the Debenture Indenture.

Litigation risk

All industries, including the mining industry,
are subject to legal claims, with and without merit. The Merged Group may become involved in legal disputes in the future. Defence
and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the
litigation process, the resolution of any particular legal proceeding may have a material effect on the Merged Group’s financial
position or results of operations.

The Merged Group may be subject to governmental
and regulatory investigations, civil claims, lawsuits and other proceedings in the ordinary course of its business. The results
of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in regulatory actions and litigation,
the difficulty of predicting decisions of regulators, judges and juries and the possibility that decisions may be reversed on appeal.

Management is committed to conducting business
in an ethical and responsible manner, which it believes will reduce the risk of legal disputes. However, if the Merged Group is
subject to legal disputes, there can be no assurances that these matters will not have a material adverse effect on the Merged
Group’s business, financial condition, results of operations, cash flows or prospects.

Great Panther is currently not party to
any material legal proceedings.

Under Brazilian law, real property ownership
is normally transferred by means of a transfer deed, and subsequently registered at the appropriate real estate registry office
under the corresponding real property record. There are uncertainties, corruption and fraud relating to title ownership of real
estate in Brazil, mostly in rural areas. In certain cases, a real estate registry office may register deeds with errors, including
duplicate and/or fraudulent entries, and,

70

therefore, deed challenges frequently occur, leading to judicial actions. Property disputes
over title ownership are frequent in Brazil, and, as a result, there is a risk that errors, fraud or challenges could adversely
affect the Merged Group’s ability to operate, although ownership of mining rights are separate from ownership of land.

Restrictions to the
acquisition of rural properties by foreign investors or Brazilian companies under foreign control

Non-resident individuals and non-domiciled
foreign legal entities are subject to restrictions for the acquisition or lease for agricultural purpose, or arrendamento,
of rural properties in Brazil. Limitations also apply to legal entities domiciled in Brazil controlled by foreign investors, such
as the Merged Group’s subsidiaries through which the Merged Group will operate in Brazil. The limitations are set forth mainly
in Law No. 5,709/1971 and in Decree No. 74,965/1974.

Until 2010, limitations imposed on the
acquisition of rural property did not apply to Brazilian companies under foreign control. However, an opinion issued by the General
Counsel of the Federal Government Office of Brazil significantly changed the interpretation of the applicable laws at the time.
Accordingly, Brazilian companies that have the majority of their capital stock owned by foreign individuals and legal entities
domiciled abroad are deemed “foreign investors” for the purposes of application of the restrictions on the acquisition
of rural property in Brazil. The legality of such opinion has been and is currently being challenged, however prior challenges
to the opinion have been unsuccessful.

A foreign investor or a Brazilian company
under foreign control may only acquire rural property in Brazil without breaching the aforementioned opinion if certain conditions
are met, including, among others, prior approval by the Brazilian Ministries or, in certain cases, by the Brazilian Congress. Pursuant
to applicable legislation, any agreements regarding the direct or indirect ownership of rural properties by foreign individuals
or entities may be considered null and void, as well as any agreements regarding corporate changes which might result in indirect
acquisition or arrendamento of rural lands by foreign investors. Accordingly, the Merged Group’s ownership of any such rural
properties in Brazil may be subject to legal challenges which could result in a material adverse effect on the Merged Group’s
business, results of operations, financial condition and cash flows.

Termination of mining
concessions

The Merged Group’s mining concessions
may be terminated in certain circumstances. Under the laws of Brazil, mineral resources belong to the federal government and governmental
concessions are required to explore for, and exploit, mineral reserves. The Merged Group will hold mining, exploration and other
related concessions in each of the jurisdictions where the Merged Group operates and where it will carry on development projects
and prospects. The concessions the Merged Group will hold in respect of its operations, development projects and prospects may
be terminated under certain circumstances. Termination of any one or more of the Merged Group’s mining, exploration or other
concessions could have a material adverse effect on the Merged Group’s financial condition or results of operations.

Inflation in Brazil

In the past, high levels of inflation have
adversely affected the economies and financial markets of Brazil, and the ability of its government to create conditions that stimulate
or maintain economic growth. Moreover, governmental measures to curb inflation and speculation about possible future governmental
measures have contributed to the negative economic impact of inflation in Brazil and have created general economic uncertainty.
As part of these measures, the Brazilian government has at times maintained a restrictive monetary policy and high interest rates
that have limited the availability of credit and economic growth. Brazil may experience high levels of inflation in the future.
Inflationary pressures may weaken investor confidence in Brazil and lead to further government intervention in the economy, including
interest rate increases, restrictions on tariff adjustments to offset inflation, intervention in foreign exchange markets and actions
to adjust or fix currency values, which may trigger or exacerbate increases in inflation, and consequently have an adverse impact
on the Merged Group. In an inflationary environment, the value of uncollected accounts receivable, as well as of unpaid accounts
payable, declines rapidly. If Brazil experiences high levels of inflation in the future and price controls are imposed, the Merged
Group may not be able to adjust the rates the Merged Group charges the Merged Group’s customers to fully offset the impact
of inflation on the Merged Group’s cost structures, which could adversely affect the Merged Group’s results of operations
or financial condition.

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Risks related to
the change of government in Mexico

On December 1, 2018, a new government took
office in Mexico. This new government has demonstrated a drive towards social and environmental responsibility and has tabled bills
containing proposed changes to the mining code in Mexico which include, among other things, environmental and indigenous community
protections as well as the ability to revoke and rescind permits and existing mining concessions deemed to have a negative social
impact. Management of Great Panther is closely monitoring the potential impacts the change in government will have on the mining
industry, foreign investment and general economy in Mexico as it will relate to the Merged Group.

THE
NAME CHANGE

Reasons for the Name
Change

The Transaction will create a new emerging
and growth-oriented precious metals producer focused on the Americas with strong geographic diversity across three leading mining
jurisdictions, and a diverse asset portfolio including three producing mines, an advanced stage project, and significant exploration
potential. Management of Great Panther, together with the Great Panther Board, are of the view that a change of Great Panther’s
name to “Great Panther Mining Limited” more accurately reflects the business objectives and operations of Great Panther
after giving effect to the Scheme, particularly as the Merged Group will change from being a primary silver producer to having
gold as its primary metal production by value, followed by silver. Precious metal production for the Merged Group is expected to
remain in excess of 90% of production value, based on September 30, 2018 production numbers for Great Panther and Beadell.

Board Discretion

The Board may determine not to implement
the Name Change at any time after the Great Panther Meeting and after receipt of necessary regulatory approvals, but prior to the
issuance of a certificate of amendment, without further action on the part of the Great Panther Shareholders.

Required Vote

Great Panther Shareholders will be asked
to consider and, if thought appropriate, to pass, with or without variation, the Name Change Resolution authorizing the Great Panther
Board, in its sole discretion, to effect the Name Change, the text of which resolution is attached in Appendix C hereto.

Pursuant to applicable corporate law, approval
of the Name Change Resolution requires the affirmative vote of greater than 50% of the votes cast in respect of such resolution
by Great Panther Shareholders present in person or represented by proxy at the Great Panther Meeting.

Trading Symbols

Following the name change, Great Panther
does not expect to change the trading symbols of Great Panther on the TSX (“GPR”) or the NYSE (American) (“GPL”).

EXPERTS

GMP Securities L.P. was retained by Great
Panther to provide a fairness opinion to the Great Panther Special Committee in respect of the Transaction. As of the date hereof,
GMP Securities L.P. owns, directly or indirectly, in aggregate, less than 1% of the outstanding Great Panther Shares.

Certain financial statements relating to
Great Panther are incorporated by reference in this Management Information Circular. KPMG LLP in Canada have confirmed that they
are independent with respect to Great Panther within the meaning of the relevant rules and related interpretations prescribed by
the relevant professional bodies in Canada and

72

any applicable legislation or regulations and under all relevant US professional
and regulatory standards, including PCAOB Rule 3520.

Certain financial statements relating to
Beadell have been included in this Management Information Circular. KPMG in Australia has confirmed that they were independent
to Beadell within the meaning of the applicable rules and regulations in Australia.

OTHER
BUSINESS

The directors and management of Great Panther
are not aware of any other business to come before the Great Panther Meeting or any adjournment or postponement thereof other than
the matters referred to in the Notice of Special Meeting. However, if any other matter properly comes before the Great Panther
Meeting or any adjournment or postponement thereof, the accompanying form of proxy confers discretionary authority to vote with
respect to amendments or variations to matters identified in the Notice of Special Meeting and with respect to other matters that
may properly come before the Great Panther Meeting or any adjournment or postponement thereof.

APPROVAL

The contents and sending of this Notice
of Special Meeting and Management Information Circular have been approved by the Great Panther Board.

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APPENDIX AGLOSSARY OF TERMS

Unless otherwise specified
or if the context so requires, the following terms have the meanings set forth below for purposes of this Management Information
Circular:

“A$” or “Australian
dollars” means Australian dollars;

“ACCs” has the meaning
ascribed to such term in Schedule 2 of the Scheme Implementation Deed;

“ASIC” means the Australian
Securities and Investments Commission;

“Associate” has the
meaning ascribed to such term in section 12 of the Australian Corporations Act, as if subsection 12(1) of the Australian Corporations
Act included a reference to the Scheme Implementation Deed and Beadell was the designated body;

“Beadell Competing Proposal”
means any proposal, agreement, arrangement or transaction (whether or not publicly announced) which, if entered into or completed,
would:

(a)

means a Third Party (either alone or together with any Associate) would;

(i)

directly or indirectly acquire a Relevant Interest in, or have a right to acquire, a legal, beneficial
or economic interest in, or control of, 20% or more of the Beadell Shares or of the share capital of any material subsidiary of
Beadell;

(ii)

acquire control of Beadell or any material subsidiary of Beadell;

(iii)

directly or indirectly acquire or become the holder of, or otherwise acquire or have a right to
acquire, a legal, beneficial or economic interest in, or control of, all or a material part of Beadell’s business or assets
or the business or assets of the Beadell Group;

(iv)

otherwise directly or indirectly acquire or merge with Beadell or a material subsidiary of Beadell;
or

(b)

require Beadell to abandon, or otherwise fail to proceed with, the Transaction,

whether by way of takeover bid, members
or creditors scheme of arrangement, shareholder approved acquisition, capital reduction, buy back, sale or purchase of shares,
other securities or assets, assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company
(or other synthetic merger), deed of company arrangement, any debt for equity arrangement or other transaction or arrangement;

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“Beadell Convertible Debentures”
means the debentures with rights of conversion into unissued Beadell Shares issued by Beadell prior to the date of the Scheme Implementation
Deed, as further itemized in Schedule 5 to the Scheme Implementation Deed;

“Beadell Scheme Shareholder”
means a holder of Beadell Shares as at the Beadell Scheme Record Date (other than an Excluded Shareholder);

“Beadell Scheme Shares”
means all Beadell Shares held by Beadell Scheme Shareholders as at the Beadell Scheme Record Date;

“Beadell Share” means
a fully paid ordinary share in the capital of Beadell;

“Beadell Shareholder”
means each person who is registered as a holder of a Beadell Share;

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“Beadell Support Agreements”
means the support deeds whereby Beadell Directors, Beadell officers and certain Beadell Shareholders agreed to vote in favour of
the Scheme in the absence of a Superior Proposal for Beadell, subject only to the Independent Expert concluding that the Scheme
is in the best interest of Beadell Shareholders;

“Beadell Warrant” means
a warrant to acquire one unissued Beadell Share as further itemized in Schedule 5 to the Scheme Implementation Deed;

“Beadell Warrantholder”
means a holder of Beadell Warrants as at the Beadell Scheme Record Date;

“Beneficial Great Panther Shareholders”
means Great Panther Shareholders who do not hold Great Panther Shares in their own name (i.e. non-registered Great Panther Shareholders);

“Broadridge” refers
to Broadridge Financial Solutions, Inc.;

“Bulk Sample Program”
has the meaning set out under the heading “The Scheme – Background of the Scheme”;

“Business Day” is any
day that is both a Business Day within the meaning given in the ASX Listing Rules and a day that banks in Perth, Western Australia
and Vancouver and Toronto, Canada are open for business;

“C$” and “Canadian
dollars” means Canadian dollars;

“Change of Control Purchase Offer”
has the meaning given to it under the heading “Information Concerning the Merged Group – Ownership and Capitalization
of the Merged Group – Beadell Convertible Debentures”;

“CIM” means the Canadian
Institute of Mining, Metallurgy and Petroleum;

“Deed Poll” means the
deed poll entered into by Great Panther in favour of Beadell Scheme Shareholders to provide the Scheme Consideration in accordance
with the terms of the Scheme;

“Effective” means, when
used in relation to the Scheme, the coming into effect, pursuant to section 411(10) of the Australian Corporations Act, of the
order of the Australian Court made under section 411(4)(b) of the Australian Corporations Act in relation to the Scheme;

“Effective Date” means
the date on which the Scheme becomes Effective;

“Electing Small Shareholder”
means a holder of less than 10,000 Beadell Shares who elects for all, but not some, of their Beadell Shares to be dealt with in
accordance with the Sale Facility

“End Date” means March
23, 2019 or such later date agreed by Beadell and Great Panther in writing;

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“Exchange Ratio” means
the ratio of Great Panther Shares issued for each outstanding Beadell shares pursuant to the terms of the Scheme, being 0.0619;

“Excluded Shares” means
any Beadell Shares held by a person who is a member of the Great Panther Group or who holds any Beadell Shares on behalf of, or
for the benefit of, any member of the Great Panther Group and does not hold Beadell Shares on behalf of, or for the benefit of,
any other person;

“GMP Fairness Opinion”
means the written fairness opinion of GMP provided to Great Panther Special Committee;

“Government Agency”
means (i) any federal, state, provincial, municipal, local or other governmental or public department, central bank, court, commission,
commissioner, board, bureau, agency, tribunal or instrumentality; (ii) any quasi-governmental or private body exercising any
regulatory, expropriation or taxing authority under or for the account of any of the above; or (iii) any applicable stock exchange;

“Great Panther” or the
“Company” refers to Great Panther Silver Limited, a company existing under the laws of British Columbia, with
its head office at Suite 1330, 200 Granville Street, Vancouver, British Columbia, Canada V6C 1S4;

“Great Panther Board”
means the board of directors of Great Panther;

“Great Panther Competing Proposal”
means any proposal, agreement, arrangement or transaction (whether or not publicly announced) which, if entered into or completed,
would:

(a)

means a Third Party (either alone or together with any Associate) would:

(i)

acquire control of Great Panther or any material subsidiary of Great Panther;

(ii)

directly or indirectly acquire or become the holder of, or otherwise acquire or have a right to
acquire, a legal, beneficial or economic interest in, or control of, all or greater than 50% of Great Panther’s business
or assets or the business or assets of the Great Panther Group;

(iii)

otherwise directly or indirectly acquire or merge with Great Panther or a material subsidiary of
Great Panther; or

(b)

require Great Panther to abandon, or otherwise fail to proceed with, the Transaction,

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whether by way of takeover bid, members”
or creditors” scheme of arrangement, shareholder approved acquisition, capital reduction, buy back, sale or purchase of shares,
other securities or assets, assignment of assets and liabilities, incorporated or unincorporated joint venture, dual-listed company
(or other synthetic merger), deed of company arrangement, any debt for equity arrangement or other transaction or arrangement;

“Great Panther Director”
means a director of Great Panther;

“Great Panther Group”
means Great Panther and each of its subsidiaries;

“Great Panther Material Adverse
Change” has the meaning ascribed to such term in Schedule 2 of the Scheme Implementation Deed;

“Great Panther Meeting”
means the special meeting of the Great Panther Shareholders to be held in Terrace Room B located at the Terminal City Club, 837
West Hastings Street, Vancouver, British Columbia at 9:00 a.m. (Vancouver time) on February 11, 2019, and any adjournments or postponements
thereof to consider the Great Panther Scheme Resolution and the Name Change Resolution;

“Great Panther Prescribed Occurrence”
has the meaning ascribed to such term in Schedule 2 of the Scheme Implementation Deed;

“Great Panther Record Date”
refers to the close of business in Vancouver, British Columbia on January 2, 2019;

“Great Panther Regulated Event”
has the meaning ascribed to such term in Schedule 2 of the Scheme Implementation Deed;

“Great Panther Reimbursement Fee”
means a fee of A$2.2 million;

“Great Panther Replacement Warrant”
means a warrant issued by Great Panther conferring the right on the holder to be issued one new Great Panther Share on the following
terms:

(a)

the exercise price for the Great Panther Replacement Warrants will equal the exercise price of
the Beadell Warrants divided by 0.0619;

(b)

the expiry date of the Great Panther Replacement Warrants will be the same as the expiry date for
the Beadell Warrants; and

(c)

the Great Panther Replacement Warrants will otherwise be on substantially the same terms and conditions
as the Beadell Warrants, with such modifications as are necessary to comply with Great Panther’s status as a British Columbia
company and to comply with applicable Canadian securities laws and stock exchange requirements;

“Great Panther Share”
means a common share in the capital of Great Panther;

“Great Panther Shareholder”
means each person who is registered as a holder of Great Panther Shares;

“Great Panther Scheme Resolution”
refers to an ordinary resolution authorizing and approving the issuance by Great Panther of such number of Great Panther Shares
as shall be necessary pursuant to the terms of the Scheme Implementation Deed, as more fully described in the section entitled
“General Information for the Meeting – Great Panther Scheme Resolution”;

“Great Panther Special Committee”
means the special committee of independent Great Panther Directors formed for the purpose of considering the Transaction;

“Great Panther Support Agreements”
means the support agreements dated on or about September 23, 2018 whereby Great Panther Directors and Great Panther officers agreed
to vote in favour of the Great Panther Scheme Resolution;

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“Implementation Date”
means the date which is five Business Days after the Beadell Scheme Record Date or such other day as Beadell and Great Panther
agree in writing;

“Ineligible Foreign Shareholder”
means aa Scheme Shareholder whose address shown in the Beadell Share Register on the Beadell
Scheme Record Date is a place outside Australia and its external territories, New Zealand, Canada or the United States, unless
Great Panther, in consultation with Beadell, determines that it is lawful and not unduly onerous or impracticable to issue Great
Panther Shares when the Scheme becomes Effective;

“IFRS” means the International
Financial Reporting Standards and interpretations issued by the International Accounting Standards Board from time to time;

“JORC” or the “JORC
Code” means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 edition)
published by the Joint Ore Reserves Committee of the Australian Institute of Mining and Metallurgy, the Australian Institute of
Geoscientists and the Minerals Council of Australia.

“Loan Agreement” means
the loan agreement, dated December 5, 2018, pursuant to which Great Panther has agreed to advance to Beadell and Beadell Brasil,
as joint and several borrowers, a non-revolving term loan in the principal amount of US$5,000,000;

“MACA” means MACA Limited
and MACA Mineracao e Construcao, or any one of them, as the context requires;

“MACA Agreement” means
the Deed of Acknowledgement of Debt, Termination and Release of Open Pit Mining Services Contract entered into between Beadell,
Beadell Brasil Ltda and MACA dated June 2018;

“MACA Consent Agreement”
means the Deed of Consent, Variation and Restatement entered into between Great Panther and MACA dated November 19, 2018;

“Merged Group” means
the combination of the Great Panther Group and the Beadell Group, as comprised by Great Panther and its subsidiaries following
implementation of the Scheme;

“Name Change” means
the change of Great Panther’s name to Great Panther Mining Limited, or such other name as is determined by the Great Panther
Board, as described in this Management Information Circular;

“Name Change Resolution”
means the ordinary resolution of the Great Panther Shareholders to approve the Name Change;

“NI 43-101” means National
Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

“PST” means pacific
standard time as recognized in Vancouver, British Columbia;

“Registered Great Panther Shareholders”
means Great Panther Shareholders who hold Great Panther Shares in their own name;

“Relevant Interest”
has the meaning given in section 9 of the Australian Corporations Act;

“Related Bodies Corporate”
has the meaning ascribed to such term in section 50 of the Corporations Act;

“Related Person” means
each director, officer, employee, adviser, agent or representative of Great Panther or Beadell, or their Related Bodies Corporate
or financial advisers;

“Relevant Interest”
has the meaning ascribed to such term in sections 608 and 609 of the Australian Corporations Act;

“Sale Agent” means the
person chosen by Beadell and Great Panther and approved by ASIC (or any other applicable regulatory authority in Canada) to sell
the Great Panther Shares that are attributable to Ineligible Foreign Shareholders and Electing Small Shareholders under the terms
of this Scheme (or any nominee of such person);

“Sale Facility” means
the facility by which the Sales Agent disposes of certain Beadell Shares held by Ineligible Foreign Shareholders or Electing Small
Shareholders;

“Scheme” means the scheme
of arrangement pursuant to Part 5.1 of the Australian Corporations Act proposed between Beadell and the Beadell Scheme Shareholders,
pursuant to which all Scheme Shares will be transferred to Great Panther on the Implementation Date.

“Scheme Consideration”
means the consideration to be provided to Beadell Scheme Shareholders (other than Ineligible Foreign Shareholders and Electing
Small Shareholders) under the terms of the Scheme, being 0.0619 fully paid Great Panther Shares for each Beadell Share issued and
outstanding, to be issued in the form of Great Panther Shares, subject in all cases to section 4.6 of the Scheme Implementation
Deed;

“Scheme Meeting” means
the meeting of Beadell Shareholders (other than Excluded Shareholders) ordered by the Court to be convened under subsection 411(1)
of the Australian Corporations Act to consider and vote on the Scheme and includes any meeting convened following any adjournment
or postponement of that meeting;

“Scheme Record Date”
means the date which is five Business Days after the Effective Date;

“Second Court Date”
means the first day of hearing of an application made to the Court for an order pursuant to section 411(4)(b) of the Australian
Corporations Act approving the Scheme or, if the hearing of such application is adjourned for any reason, means the first day of
the adjourned hearing, with such hearing being the Second Court Hearing;

“SEC” means the United
States Securities and Exchange Commission;

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“SEMARNAT” means The
Secretariat of Environment and Natural Resources;

“SEDAR” means the System
for Electronic Document Analysis and Retrieval described in National Instrument 13-101 System for Electronic Document Analysis
and Retrieval (SEDAR) of the Canadian Securities Administrators available to the public for viewing at www.sedar.com;

“subsidiary” has the
meaning ascribed to it under the corporate laws applicable in the context in which the term is used;

“Superior Proposal”
means a bona fide written Competing Proposal:

(a)

of the kind referred to in any of paragraphs (a)(i), (a)(ii) and (a)(iv) the definition of Beadell
Competing Proposal;

(b)

not resulting from a breach by Beadell of any of its obligations under the Scheme Implementation
Deed;

(c)

not subject to due diligence, financing or other conditions which are more onerous or uncertain
as regards their satisfaction than the Conditions Precedent; and

(d)

that the Beadell Board, acting in good faith, and after taking advice from its external legal advisers,
determines: (i) is reasonably capable of being valued and completed within a reasonable timeframe (not exceeding six months) and
in accordance with its terms; and (ii) would, if so implemented, result in a more favourable outcome for Beadell Shareholders (as
a whole) than would result from the Transaction (as amended or varied following application of the matching right set out in the
Scheme Implementation Deed), in each case taking into account all terms and conditions and other aspects of the Competing Proposal
(including any timing considerations, any conditions precedent, the identity of the proponent or other matters affecting the probability
of the Competing Proposal being completed) and of the Transaction;

“Third Party” a person
other than Great Panther, its Related Bodies Corporate and its other Associates;

“Transaction” the acquisition
of the Scheme Shares by Great Panther through implementation of the Scheme in accordance with the terms of the Scheme Implementation
Deed;

“TSX” means the Toronto
Stock Exchange;

“TSX Company Manual”
means the Toronto Stock Exchange Company Manual, as amended from time to time;

“Warrant Consideration”
means the consideration to be provided by Great Panther to each Beadell Warrantholder for exchange of each Beadell Warrant or the
cancellation of each Beadell Scheme Warrant, as applicable, being for each Beadell Warrant, 0.0619 of a Great Panther Replacement
Warrant;

“Warrant Scheme” means
the scheme of arrangement pursuant to Part 5.1 of the Australian Corporations Act between Beadell and the Beadell Warrantholders,
substantially in the form of Attachment 5 to the Scheme Implementation Deed; and

“WST” means western
standard time as recognised in Perth, Western Australia.

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APPENDIX BGREAT PANTHER SCHEME RESOLUTION

BE IT RESOLVED AS AN ORDINARY RESOLUTION
OF THE HOLDERS OF COMMON SHARES OF GREAT PANTHER SILVER LIMITED ("GREAT PANTHER") THAT:

1.

The issuance of: (a) up to 105,588,208 common shares (“Great Panther Shares”)
in the capital of Great Panther in exchange for ordinary shares (“Beadell Shares”) in the capital of Beadell
(“Beadell”), including Beadell Shares issued on the exercise of Beadell Options and Beadell Performance Rights
prior to completion of the Scheme, pursuant to the scheme of arrangement under the provisions of the Corporations Act 2001 (cth)
(Australia) (the “Scheme”); and (b) up to 35,548,704 Great Panther Shares pursuant to the exercise or conversion
of the Great Panther Replacement Warrants, the Beadell Convertible Debentures and the MACA Agreement after giving effect to the
Scheme;

2.

Notwithstanding that this resolution has been duly passed, the board of directors of Great Panther
may, without further notice to or approval of the securityholders of Great Panther, subject to the terms of the Scheme: (i) amend
or terminate the Scheme Implementation Deed dated September 23, 2018 between Great Panther and Beadell or the Scheme of Arrangement;
or (ii) revoke this resolution at any time prior to the implementation of the Scheme;

3.

Any director or officer of Great Panther is hereby authorized, for and on behalf of Great Panther,
to execute, with or without the corporate seal, and, if appropriate, deliver all other documents and instruments and to do all
other things as in the opinion of such director or officer may be necessary or desirable to implement this resolution and the matters
authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such document or instrument,
and the taking of any such action; and

4.

All actions heretofore taken by or on behalf of Great Panther in connection with any matter referred
to in any of the foregoing resolutions which were in furtherance of the Scheme are hereby approved, ratified and confirmed in all
respects.

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APPENDIX CNAME CHANGE RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION
OF THE HOLDERS OF COMMON SHARES OF GREAT PANTHER SILVER LIMITED ("GREAT PANTHER") THAT:

1.

Great Panther is hereby authorized to file a notice of alteration pursuant to the Business Corporations
Act (British Columbia) to change its name from “Great Panther Silver Limited” to “Great Panther Mining Limited”
or such other name as the Board, in its sole discretion, deems appropriate and as may be approved by the applicable regulatory
authorities, if the Board considers it to be in the best interests of Great Panther to implement such a name change;

2.

Any director or officer of Great Panther is hereby authorized, for and on behalf of Great Panther,
to execute, with or without the corporate seal, and, if appropriate, deliver all other documents and instruments and to do all
other things as in the opinion of such director or officer may be necessary or desirable to implement this resolution and the matters
authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such document or instrument,
and the taking of any such action; and

3.

Notwithstanding approval of the shareholders of Great Panther as herein provided, the Board may,
in its sole discretion, revoke the special resolution before it is acted upon without further approval of the shareholders of Great
Panther.

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APPENDIX DINFORMATION CONCERNING GREAT PANTHER SILVER LIMITED

The following information about Great Panther
should be read in conjunction with the documents incorporated by reference into this Appendix D and the information concerning
Great Panther appearing elsewhere in the Management Information Circular. Capitalized terms used but not otherwise defined in this
Appendix D shall have the meaning ascribed to them in the Management Information Circular.

The terms “we,” “our,”
“us” and “Great Panther” as used in this Appendix D refer collectively to Great Panther Silver Limited
and its subsidiaries unless the context suggests otherwise. These terms are used for convenience only and are not intended as a
precise description of any separate legal entity within Great Panther.

Corporate Overview

Great Panther was originally incorporated
under the Company Act (British Columbia) in 1965 under the name “Lodestar Mines Ltd.” On June 18, 1980, the
Great Panther Shares were listed on the TSX Venture Exchange. On March 22, 1996, Great Panther was continued under the Business
Corporation Act (Yukon). On July 9, 2004, Great Panther was continued to British Columbia under the Business Corporations
Act (British Columbia). On November 14, 2006, the Great Panther Shares began trading on the TSX. On February 8, 2011, the Great
Panther Shares were listed on the NYSE (American), while Great Panther retained its listing on the TSX.

Great Panther is a public company trading
on the TSX under the ticker symbol “GPR” and on the NYSE (American) under the ticker symbol “GPL”. Great
Panther’s principal executive offices are located at Suite 1330, 200 Granville Street, Vancouver, British Columbia V6C 1S4,
and its telephone number is (604) 608-1766.

Business of Great Panther

Great Panther is presently a primary silver
mining and exploration company and its current business was effectively established on February 18, 2004 when the Company entered
into an option agreement, which granted it the right and option to purchase 100% of the ownership rights to its current day Topia
mine in the state of Durango, Mexico. The Company exercised its option to purchase the mine in in February 2005. Following this,
on October 25, 2005, the Company signed a formal purchase agreement to purchase 100% of the ownership rights in a group of producing
and non-producing silver-gold mines in the Guanajuato Mining District, which included the primary assets and concessions that comprise
the Company’s current day Guanajuato Mine Complex, including the San Ignacio mining concessions and the Cata processing plant.
In August 2012, the Company signed a definitive agreement for the purchase of a 100% interest in certain surface rights to a total
of 19.4 hectares at the San Ignacio Mine, for the construction of a mine portal and ancillary surface facilities. On June 30, 2017,
Great Panther purchased the Coricancha Mine in Peru.

Great Panther’s current activities
are focused on the mining of precious metals from its two wholly-owned operating mines in Mexico: the Guanajuato Mine Complex and
the Topia Mine. Great Panther is also advancing towards a decision to restart the Coricancha Mine in Peru with the initiation of
a bulk sample program following the completion of a positive preliminary economic assessment in May 2018. Great Panther also continues
to pursue the acquisition of additional mining operations or projects in the Americas.

Additional information about Great Panther
can be found under its profile on SEDAR at www.sedar.com or its website at www.greatpanther.com. The information contained in,
or that can be accessed through, Great Panther’s website is not intended to be incorporated into this Management Information
Circular, except as expressly provided for herein.

Documents Incorporated by Reference

The following documents, filed with the
securities commissions or similar regulatory authorities in Canada, are specifically incorporated by reference in, and form an
integral part of, this Appendix D, provided that such documents are not incorporated by reference to the extent that their contents
are modified or superseded by a statement contained

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in Appendix D or in any other subsequently filed document that is also incorporated
by reference in this Management Information Circular.

The following documents of Great Panther
are specifically incorporated by reference into and form an integral part of this Appendix D:

1.

Annual information form dated March 23, 2018 for the year ended December 31, 2017;

2.

Consolidated financial statements for the year ended December 31, 2017, together with the notes
thereto and the auditor’s report thereon;

3.

Management’s discussion and analysis of financial condition and results of operations for
the year ended December 31, 2017;

4.

Condensed interim consolidated financial statements for the three and nine months ended September
30, 2018 and 2017;

5.

Management’s discussion and analysis of financial condition and results of operations for
the three and nine months ended September 30, 2018;

6.

Management information circular, dated as at April 23, 2018, for the annual meeting of Great Panther
Shareholders held on June 7, 2018;

Any documents of the type referred to above,
any audited annual consolidated financial statements, unaudited interim consolidated financial statements and related management’s
discussion and analysis of financial condition and results of operations, any material change reports (except confidential material
change reports) and business acquisition reports filed by Great Panther with the various securities commissions or similar authorities
in Canada, which will subsequently be filed by Great Panther on SEDAR, after the date of the Management Information Circular and
prior to the Effective Date, shall be deemed to be incorporated by reference into this Appendix D.

The foregoing documents may be viewed on
SEDAR at www.sedar.com and are also available on request without charge from Great Panther Assistant Corporate Secretary by sending
a written request to Suite 1330 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4.

Selected Historical Financial Information

The following tables present selected historical
consolidated financial data derived from the Great Panther financial statements prepared in accordance with IFRS or IFRS applicable
to interim reporting, as applicable, for Great Panther as of and for the nine months ended September 30, 2018 and years ended December
31, 2017 and 2016. The statement of financial position data as of September 30, 2018, and the statement of income and comprehensive
income data and the statement of cash flows data for the nine months ended September 30, 2018 have been derived from Great Panther’s

D-2

unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2018, which are incorporated
by reference into this Management Information Circular. The statement of financial position data as of December 31, 2017 and 2016,
and the statement of income (loss) and comprehensive income (loss) data and the statements of cash flows data for the years ended
December 31, 2017 and 2016 have been derived from Great Panther’s audited annual consolidated financial statements, which
were audited by KPMG LLP, an independent registered public accounting firm, and which are incorporated by reference into this Management
Information Circular.

You should read the following summary consolidated
financial and other data in conjunction with the applicable consolidated financial statements of Great Panther and the notes, as
well as the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, for fiscal years
ended December 31, 2017 and December 31, 2016, that Great Panther previously filed on SEDAR on February 22, 2018 and February 27,
2017, and the nine months ended September 30, 2018 filed on SEDAR on October 31, 2018.

Sep 30, 2018US$’000(unaudited)

Dec 31, 2017US$’000(audited)

Dec 31, 2016US$’000(audited)

ASSETS

Current Assets

Cash and Cash equivalents

35,343

36,797

41,642

Short-term deposits

22,593

20,091

15,020

Trade and other receivables

8,928

14,780

10,178

Inventories

5,200

5,294

5,744

Reimbursement rights

4,113

4,446

-

Derivative assets

-

-

-

Other current assets

731

401

529

Total Current Assets

76,908

81,809

73,113

Non-current Assets

Restricted cash

1,234

1,234

-

Inventories – non-current

1,547

1,580

-

Reimbursement rights

6,507

6,588

-

Mineral properties, plant and equipment

13,660

14,966

14,118

Exploration and evaluation assets

15,347

15,633

2,112

Deferred tax assets

69

70

98

Total Non-current Assets

38,364

40,071

16,328

Total Assets

115,272

121,880

89,441

LIABILITIES AND SHAREHOLDERS EQUITY

Current Liabilities

Trade payables and accrued liabilities

9,687

11,313

6,017

Derivative liabilities

-

85

536

Reclamation and remediation provision – current

2,201

4,446

-

Total Current Liabilities

11,888

15,844

6,553

Reclamation and remediation provision

25,263

22,965

3,466

Deferred tax liabilities

1,928

1,930

2,134

Total Liabilities

39,079

40,739

12,153

Shareholders’ Equity

Share capital

130,872

130,201

128,485

Reserves

19,847

18,962

18,115

Deficit

(74,526)

(68,022)

(69,312)

Total Equity

76,193

81,141

77,288

Total Liabilities and Shareholders’ Equity

115,272

121,880

89,441

D-3

Notes:

(1)

The information in these columns is derived from Great Panther’s unaudited financial statements
as at September 30, 2018 and audited financial statements as at December 31, 2017 and December 31, 2016.

INCOME STATEMENTS:

Sep 30, 2018US$’000 except per
share amount(unaudited)

Dec 31, 2017US$’000 except per
share amount(audited)

Dec 31, 2016US$’000 except per
share amount(audited)

Revenue

45,787

63,746

61,881

Cost of sales

38,808

46,057

39,859

Mine operating earnings

6,979

17,689

22,022

General and administrative expenses

4,736

7,822

5,813

Exploration, evaluation and development expenses

9,284

9,524

6,127

Impairment

-

-

1,679

Finance and other income (expense)

1,089

2,413

(11,012)

Income (loss) before income taxes

(5,952)

2,756

(2,609)

Income tax expense

552

1,466

1,509

Net income (loss) for the period

(6,504)

1,290

(4,118)

Earnings (loss) per share

Basic and diluted

(0.04)

0.01

(0.03)

CASH FLOW STATEMENTS:

Sep 30, 2018US$’000(unaudited)

Dec 31, 2017US$’000(audited)

Dec 31, 2016US$’000(audited)

Net cash flows provided by operating activities

2,202

5,703

13,632

Net cash used in investing activities

(3,969)

(11,279)

(19,715)

Net cash from financing activities

346

1,207

35,324

Cash and cash equivalents, end of period

35,343

36,797

41,642

Consolidated Capitalization

No material change in the consolidated
capitalization of Great Panther has occurred since September 30, 2018.

Prior Sales

Great Panther has not sold or issued any
Great Panther Shares, or securities convertible into Great Panther Shares, during the twelve-month period ending prior to the date
hereof, except as follows:

Date

Type of Security Issued

Number of Securities Issued

2018

December(1)

Common Shares

1,367(2)

November

Common Shares

0

October

Common Shares

31,367(2)

September

Common Shares

4,800(2)

D-4

Date

Type of Security Issued

Number of Securities Issued

August

Common Shares

95,833(2)

July

Common Shares

12,199(2)

June

Common Shares

175,767(2)

May

Common Shares

109,215(2)

April

Common Shares

104,184(2)

March

Common Shares

148,050(2)

February

Common Shares

58,034(2)

January

Common Shares

64,434(2)

2017

December

Common Shares

21,133(2)

Notes:

(1)

Through December 20, 2018

(2)

Issued from treasury upon exercise of previously issued options/warrants.

Trading Price and Volume

On September 21, 2018, the last trading
day on which the Great Panther Shares traded prior to the announcement of the Transaction, the closing price of the Great Panther
Shares on the TSX was C$1.22 and on the NYSE (American) was USD$1.01.

The table below sets forth, for the periods
indicated, the price ranges (high and low) and aggregate traded volume for the Great Panther Shares for the prior 12 months as
reported on the TSX. Numbers have been rounded to the nearest whole cent.

TSX Trading Activity

Date

High (C$)

Low (C$)

Aggregate Volume

December 2017

$1.74

$1.39

2,083,781

January 2018

$1.86

$1.54

2,054,153

February 2018

$1.60

$1.40

1,164,736

March 2018

$1.64

$1.46

1,512,073

April 2018

$1.63

$1.45

1,587,059

May 2018

$1.68

$1.55

862,952

June 2018

$1.64

$1.50

1,164,883

July 2018

$1.53

$1.38

1,289,672

August 2018

$1.48

$1.02

1,082,935

September 2018

$1.30

$1.05

892,748

October 2018

$1.22

$0.82

2,238,313

November 2018

$0.87

$0.70

2,448,202

December 1 to 20

$0.84

$0.74

1,244,140

D-5

NYSE (American) Trading
Activity

Date

High (US$)

Low (US$)

Aggregate Volume

December 2017

$1.35

$1.06

16,027,190

January 2018

$1.45

$1.25

14,496,668

February 2018

$1.29

$1.11

9,041,271

March 2018

$1.28

$1.13

10,070,804

April 2018

$1.28

$1.14

8,678,165

May 2018

$1.32

$1.20

6,484,151

June 2018

$1.26

$1.11

8,145,066

July 2018

$1.17

$1.08

8,219,250

August 2018

$1.16

$0.78

7,243,165

September 2018

$1.01

$0.80

7,114,614

October 2018

$0.94

$0.63

11,285,966

November 2018

$0.67

$0.54

11,728,061

December 1 to 20

$0.63

$0.55

7,897,621

Dividends

Great Panther has not paid any dividends
on the Great Panther Shares.

Risk Factors

Details concerning risk factors in respect
of Great Panther, Great Panther’s business and the Scheme and other transactions contemplated by the Scheme Implementation
Deed can be found under the heading “Risk Factors” in this Management Information Circular and in Great Panther’s
annual information form dated March 23, 2018 for the year ended December 31, 2017.

Auditors, Transfer Agent and Registrar

The auditors of Great Panther are KPMG
LLP, 777 Dunsmuir Street, Vancouver, British Columbia, Canada V7Y 1K3. The transfer agent and registrar for Great Panther Shares
is Computershare Trust Company of Canada at its principal offices in Vancouver, British Columbia and Toronto, Ontario.

Additional Information

Great Panther files reports and other information
with the securities commissions or similar authorities of each of the provinces and territories of Canada, except Québec,
including the documents incorporated by reference herein. These reports, information and documents are available to the public
free of charge electronically on SEDAR at www.sedar.com or may be obtained on request without charge by contacting Great Panther’s
Assistant Corporate Secretary by sending a written request to Suite 1330, 200 Granville Street, Vancouver, British Columbia, Canada
V6C 1S4.

D-6

APPENDIX EINFORMATION CONCERNING BEADELL RESOURCES LIMITED

The following describes the business of
Beadell and should be read together with the financial statements and reserves and resource information of Beadell included elsewhere
in this Management Information Circular (including the Schedules to this Appendix E). Unless the context otherwise requires, all
references in this appendix to Beadell means to Beadell Resources Limited and any subsidiaries thereof. Capitalized terms used
but not otherwise defined in this Appendix E shall have the meaning ascribed to them in the Management Information Circular.

Corporate Overview

Name, Address and
Incorporation

Beadell was incorporated on 3 May 2007
under the Corporations Act 2001 and is taken to be registered in Western Australia. (ACN 125 222 291). Beadell’s registered
address is Level 2, 16 Ord Street, West Perth, Western Australia 6005.

Intercorporate Relationships

The following chart sets forth Beadell’s
corporate structure, including each of its material subsidiaries and the jurisdiction in which they are organized, all of which
are owned in the percentages set out below, as at the date of the Management Information Circular.

Key:
BDR: Beadell Resources Ltd.

BBL: Beadell Brasil
Ltda

BDRB: Beadell (Brazil)
Pty Ltd

BDRB 2: Beadell (Brazil
2) Pty Ltd

BDRH: Beadell Resources
(Holdings) Ltd

BRM: Beadell Resources
Mineração Ltda

BRMH: Beadell Resources
Mineração (Holdings) Ltd

CANGA: Mineração
Serra da Canga Ltda

MARINA NORTE: Marina
Norte Empreendimentos de Mineração S.A.

MVR: Mineração
Vale dos Reis Ltda

TML: Tartarugalzinho
Mineração Ltda

E-1

Business of Beadell

Beadell Resources Limited is an ASX listed
gold mining company. It owns and operates the Tucano Gold Mine, located in Amapá State, northern Brazil. Tucano has approximately
1.26 million ounces proven and probable gold reserves, approximately 2.05 million ounces of measured and indicated gold resources
and 1.16 million ounces of inferred gold, with over 2,500 km2 of highly prospective contiguous gold exploration tenements.
Tucano’s reserves and resources are presented as at June 30, 2018 in accordance with the 2012 JORC Code and are detailed
below under “Tucano Gold Projects Ore Reserve and Mineral Resources as at June 30, 2018”.

Tucano sits in an underexplored greenstone
belt. There is significant potential to increase reserve quantity and quality both at surface and underground.

Beadell is led by the Beadell Board and
senior management comprised of experienced and proven mining professionals with a track record of successfully identifying and
developing undervalued projects.

Overview of Tucano
Gold Mine

The Tucano Gold Mine covers approximately
2,500 km2 of exploration licences and mining concessions. Tucano consists of open pits which deliver ore to a 3.6 million
tonnes per annum processing plant located at the Tucano mine (the “Tucano Processing Plant”).

Gold production for the 2017 financial
year was 129,764 ounces and a total of 21,253,363 tonnes of material was moved.

In May 2017, Beadell announced the results
of a feasibility study completed on the upgrade to the Tucano Processing Plant. The feasibility student demonstrated the viability
of upgrading the Tucano Processing Plant with an incremental estimate post tax present value of US$127,000,000 at a 5% discount
rate, and estimated internal rate of return of 138% and a 14-month payback period. The estimated pre-production capital cost was
US$27,600,000.

the ability to process any mix of sulphide / oxide mill feed allowing the mine to be fully optimised;

(b)

the ability to consistently process head grades in line with the reserve grade;

(c)

an increase in forecast recoveries to 93%; and

(d)

a stable gold production profile and more consistent cash flow.

On September 3, 2018, Beadell announced
completion of the ball mill, approximately two weeks ahead schedule as guided by new management appointed in July 2018. The Tucano
Plant Upgrade Project encompasses four key areas including installation of a ball mill (now complete), pre-leach thickener, CIL
tank and oxygen plant that will increase sulphide ore processing capacity from ~30% to ~80% and recoveries from ~88% to ~93%.

Capital expenditure related to the Tucano
Plant Upgrade Project as at September 30, 2018 was approximately B$75 million (US$22 million) with approximately B$35 million (US$10
million) remaining for a total capital expenditure of B$110 million (US$32 million), using the feasibility study US$/B$ exchange
rate of 3.40. This is in line with the update provided in Beadell’s June 2018 quarterly report, which highlighted an additional
US$2 million to US$4 million increase from the original budget of US$28 million.

Beadell has increased power usage from
the grid to 8MW and is forecast to draw a total of 12MW from the grid in 2019.

E-2

On November 22, 2018, Beadell announced
that construction of the pre-leach thickener, CIL tank and oxygen tank that comprise the final stages of the Tucano Plant Upgrade
Project were complete and fully commissioned. Beadell also announced that issues with the effectiveness of the oxygen injection
spargers were identified during the commissioning process that have resulted in limitations in the injection of oxygen into the
leach tanks. Beadell’s initial assessment is that the sparger selection by the previous contractor managing the Tucano Plant
Upgrade may not be ideal for the oxygen plant configuration.

Beadell also announced on November 22,
2018 that that U&M’s mining fleet has now been fully mobilized and commissioned, with Beadell’s owner-operated
fleet being placed on care and maintenance. As a result, mining activities at Tucano are now being fully performed by U&M.

The Tucano Gold Mine

The following information regarding the
Tucano Gold Mine is derived from the NI 43-101 technical report entitled “Mineral Resource and Reserve Update for the
Tucano Gold Mine dated October 31, 2018” (the “Tucano Technical Report”) on the Tucano Gold Mine.
The Tucano Technical Report was prepared by AMC Mining Consultants (Canada) Ltd. (“AMC”) in accordance with
the requirements of NI 43-101. The Tucano Technical Report was dated October 31, 2018 with an effective date of May 11, 2018. Due
to the May 11, 2018 effective date, the information included in the Tucano Technical Report does not account for depletion, as
reflected in the reserve and resource update issued by Beadell on December 4, 2018 that is dated as of June 30, 2018.

The following is a summary only of the
information regarding the Tucano Gold Mine and is supported by the Tucano Technical Report. This summary is qualified by reference
to the entire Tucano Technical Report. Readers seeking additional detailed information on the Tucano Technical Report are encouraged
to review the entire Tucano Technical Report filed on Great Panther’s SEDAR profile at www.sedar.com on November 6, 2018.
References to the “Property” in the discussion below are to the Tucano Gold Project.

The Tucano Gold Mine is currently the second
largest gold producer in Brazil, producing around 145,000 ounces per year from several open pit mines in the northern state of
Amapá, Brazil. Formerly a heap leaching operation, it ran from late 2005 until January 2009, producing approximately 292,000
troy ounces of gold from 8.8 Mt of ore. The property was put under care and maintenance due to problems treating the increasingly
transitional material. Beadell acquired the property in 2010 and the process plant was upgraded with the addition of a SAG mill
and CIL infrastructure, capable of treating sulphide ore. From November 2012 to June 30, 2017, 17.0 Mt at 1.34 g/t gold containing
735,294 ounces of gold were processed, feed was made up of a blend of pit oxide ore, sulphide ore, spent ore, and historic stockpiles.

E-3

Location

The Tucano Gold Mine is located at latitude
0.85°N and longitude 52.90°W in Amapá, the most north-eastern state of Brazil, approximately 15 km from the town
of Serra do Navio. The mine is approximately 200 km from Macapá, the state capital, and is accessible by the Brazilian federal
highway BR-210, or by chartered aircraft. The location of the Tucano Gold Mine is presented in the following map:

E-4

Ownership

Beadell owns a 100% interest in the Tucano
Gold Mine through its wholly-owned subsidiary, Beadell Brasil. Beadell commenced commercial production of the Tucano Gold Project
in 2011 following the commissioning of its SAG mill and CIL process plant.

Beadell owns approximately 2,500 km2
of land in total, of which 3,971 hectares are in the mine permit area. The following figure shows the land tenure map, which
includes Tucano mining concession coloured in red. Detail of the tenements is included in the Tucano Technical Report.

Beadell tenement ownership map with tenement
status

E-5

Taxation

There are two corporate income taxes in
Brazil which Beadell Brasil is subject to: (a) the Corporate Income Tax; and (b) the Social Contribution Tax on Profits.

Royalty overview

Beadell Brasil is subject to both federal
and state royalties and other royalty agreements in relation to mineral product sales from the Tucano Gold Mine.

In summary these are: (a) the Compensation
for Exploitation of Mineral Resources (“CFEM”); (b) the Control, Monitoring and Supervision of Research Activities,
Mining, Exploration and Exploitation of Mineral Resources Fee (“TFRM”); (c) the Social and Community Development
Funds; and (d) a Commodities Royalty, each of which are further described below.

CFEM

CFEM is a federal royalty and is calculated
over the amount of gross revenue obtained in the sale of mineral products. In respect of gold sales, Beadell Brasil is liable to
pay a royalty of 1.5% on gross revenue from production at its Tucano Gold Mine.

TFRM

TFRM is a state royalty levied by the state
of Amapá, in which the Tucano Gold Mine is located. TFRM is currently calculated based on the grams of gold produced multiplied
by the state index rate of B$2.25 multiplied by a factor of 0.4. The Company has recently finalised negotiations with the state
of Amapá to reduce the factor applied; 0.1 for the 2018 and 2019 years and 0.25 for the years 2020 and beyond. The reduced
factors have not yet been enacted into law.

Social and Community Development Funds

The Social and Community Development funds
have resulted from various agreements with the state of Amapá and the municipalities of Pedra Branca do Amapari and Serra
do Navio. The municipalities of Pedra Branca do Amapari and Serra do Navio are located nearby the Tucano Gold Mine.

Under the terms of the agreements Beadell
Brasil will pay a maximum 1% royalty over the gross proceeds from gold sales from the Tucano Gold Mine to support the socio-economic
and community development of the municipalities of Pedra Branca do Amapari and Serra do Navio.

Commodities Royalty

The Commodities Royalty is payable to the
previous holders of 13 tenements acquired by Beadell Brasil. The Commodities Royalty is levied at 0.75% of commodity sales revenue
arising from those 13 tenements minus taxes, transport and insurance expenses and royalties payable.

BDR exploration tenements

Outside of the mining concession, Beadell
holds a 2,500 km2 area of prospective exploration tenements at a grassroots level of exploration spanning a length of
100 km of Paleoproterozoic greenstones and is 100% Beadell owned with the exception of four tenements with iron ore concessions
currently held by Zamin Ferrous (“Zamin”). Within Zamin’s leases, Beadell has 100% gold rights whereas
Zamin retains the iron ore rights. In 2017, Beadell reached an agreement with joint venture partner Mineração Vale
dos Reis Ltda to convert its interest from 70% to 100%.

E-6

Accessibility

The Tucano Gold Mine is located at latitude
0.85°N and longitude 52.90°W, approximately 200 km northwest of Macapá, the capital of Amapá state in northeast
Brazil. Access to the site is made via road or by chartered aircraft.

Road access to the Tucano Gold Mine is
made using Brazilian federal highway BR-210 from Macapá. The first 100 km of the highway from Macapá is sealed -
the balance of the road is unsealed. Total driving time from Macapá to the site is approximately four to six hours, depending
on the season and road conditions.

The Tucano Gold Mine site is also serviced
by a 1,100 m airstrip located approximately 800 m from the main gate. Charter flights from Macapá to the mine take about
50 minutes.

The nearest accessible community to the
Tucano Gold Mine is the town of Serra do Navio, with a population of approximately 3,300. It is located adjacent to the Amapari
River and is approximately 200 km from Macapá. Macapá has a population of approximately 474,000 and lies on the equator
on the north side of the Amazon River. Most of the workforce are transported by bus from Serra do Navio, Pedra Branca and other
small surrounding towns. Professional staff commute from either Macapá or other cities in Brazil on a fly-in-fly-out basis.

Geology

The Tucano mineral deposits are located
within the Guyana Craton, described by several authors as the Maroni – Itacaiunas mobile belt. This belt runs from Pará
and Amapá States of northern Brazil through the Guyanas and into Venezuela. The regional structure is marked by a north-western
trending foliation parallel to the main lithologic contacts. The western part of the Tucano property (about 25% of the area) is
underlain by basement gneiss. The balance of the property area is underlain by ortho-amphibolite and meta-sedimentary rocks of
the Vila Nova Group (1.75 to 1.9 billion years old), composed essentially of gneisses, granites, amphibolites, carbonates / calc-silicates,
banded iron formations, schists, and quartzite. These units are intruded by granitic pegmatites, diabase dykes, and gabbro bodies.

Mineralization

Mineralization at Tucano is controlled
by a major north-south shear zone. The texture and mineralogy along the shear zone indicate high-temperature hydrothermal alteration.
This zone exhibits intense hydrothermal alteration, particularly silicification and sulfidation, bearing auriferous pyrrhotite,
and pyrite. The alteration is most intense in the proximity of reactive meta-sediments such as banded iron formations and carbonate
and, to a lesser extent in calc-silicates, schists, and amphibolites. Late cross cutting intrusions are typically barren.

The mineralization at Tucano occurs in
a series of deposits over a 7 km strike length associated with a north-south trending shear zone occurring coincident with a north-south
line of topographic ridges. From south to north, these deposits have been named Tap A, B, C, and Urucum. Tap D is a separate structure
in the west. The locations of the deposits are shown in the following figure. Higher grades are associated with the more intensely
hydrothermally-altered rocks.

Anglo American discovered a mineralized
shear zone in 1994 and undertook extensive exploration between 1995 and 2002. AngloGold completed the initial feasibility study
of the oxide resources in October 2002 and from this time until the acquisition of the project by Beadell in 2010, regional exploration
outside of the Tucano mining concession involved ground IP surveys, mapping, stream, soil, and auger sampling. In 2008 –
2009 a campaign of diamond drilling was undertaken in some of the regional exploration targets using a man-portable modular diamond
drill rig.

The property was acquired by Beadell in
2010 and the plant upgraded with the addition of SAG mill and CIL infrastructure capable of treating sulphide ore. From November
2012 to June 30, 2017, 17.0 Mt at 1.34 g/t gold containing 735,294 gold ounces was processed made up of a blend
of pit oxide ore, sulphide ore, spent ore, and historic stockpiles.

Drilling and exploration

After acquisition of the Tucano Gold Mine,
Beadell undertook an extensive resource delineation diamond drilling within the mining concession to improve and expand the resource
base as part of the feasibility study for the CIL plant expansion. In 2012 Beadell acquired a new T60 Schramm RC rig from Australia
which was later sold to McKay drilling and continued operating on site under contract. The T60 Schramm is the main tool used for
grade control drilling and resource extension holes, up to 400 m deep, and until now, has only been used to a limited extent to
test

E-8

regional exploration targets. Shallow testing of regional targets is currently done using motor driven auger drills and a
track mounted blasthole rig that is very effective in penetrating the laterite profiles. Beadell has undertaken an extensive review
of geophysical, geochemical, and mapping datasets to generate a list of ranked targets which are the focus of the 2018 near mine
and regional exploration program.

Sample preparation
and analysis

All sample preparation is done on site
using separated sample preparation areas (one for mine grade control samples and one for resource infill and exploration samples).
Grade control samples are analysed at the mine laboratory by 30 g fire assay with an atomic absorption spectrometer finish. Exploration
and resource holes were analysed at SGS Geosol Laborator’s in Belo Horizonte using 30 g fire assay with an atomic absorption
spectrometer finish. An auditable chain of custody was established for the sample handling, data reporting, and data capturing
using a Datashed SQL database. The reliability of the gold assay results was based on a well designed and implemented quality assurance
and quality control protocol that includes the analysis of blanks, duplicates, and certified reference materials. Pulps from the
Beadell mine laboratory are routinely sent to SGS Geosol to monitor its performance. Overall the laboratories returned acceptable
results for the certified reference materials and blanks.

The mineral resources for the Tucano Project
have been estimated by Mr Brian Wolfe, Principal Resource Geologist of International Resource Solutions Pty Ltd, who takes responsibility
for the Tap AB and Urucum estimates of the open pit multiple indicator kriging models and Mr Marcelo Batelochi, Principal Resource
Geologist of Soluções em Geologia e Mineração Ltda, who takes responsibility for the remaining estimates.

The mineral resources were modelled by
a combination of multiple indicator kriging and ordinary kriging.

For the purpose of reporting open pit mineral
resources, the Qualified Persons tabulated the mineral resources within pit shells optimized using a gold price of US$1,500 per
ounce of gold for the Tap AB and Urucum deposits.

The mineral resources have been estimated
in accordance with NI 43-101 and Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM on May 2014.
Measured and indicated mineral resources are inclusive of those mineral resources modified to produce the Mineral Reserves. A summary
of the mineral resources as of June 30, 2017 are reported in the following table.

It should be noted that mineral resources
that are not Mineral Reserves do not have demonstrated economic viability.

Summary of Mineral Resources as of June
30, 2017

Classification

Tonnes (kt)

Au grade (g/t)

Contained Au metal (koz)

Measured

18,448

1.41

835

Indicated

22,293

1.96

1,405

Measured and Indicated

40,742

1.71

2,240

Inferred

16,351

2.19

1,150

Notes:

(1)

The June 2017 Tap AB UG Resource includes 173 kt at 4.68 g/t Au of Inferred Oxide in the Inferred
Fresh Category.

(2)

CIM Definition Standards (2014) were used for reporting the Mineral Resources.

E-9

(3)

Mr B. Wolfe, MAIG is the Qualified Person under NI 43-101 and takes responsibility for the mineral
resource estimate for the Tap AB Open Pit and Urucum Open Pit Resource. Mr M. Batelochi, MAusImm (CP) is the Qualified Person under
NI 43-101 and takes responsibility for all remaining resources.

(4)

Tap AB and Urucum open pit mineral resources are constrained by an optimized pit shell at a gold price
of US$1,500 oz and using Measured, Indicated, and Inferred categories. The COG applied to the open pit resources is 0.5 g/t Au.
The COG applied to ore stockpiles is 0.5 g.t with the exception of Marginal ore which has a COG of 0.3 g/t Au.

(5)

The underground COG is 1.2 g/t Au.

(6)

Drilling results are up to the June 30, 2017 for the Tap AB Open Pit resource. For all other deposits,
drilling results up to the December 31, 2016, excluding the Urucum North Underground resource which has drilling results up to
September 2015.

(7)

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(8)

Mineral Resources are inclusive of their derived Mineral Reserves.

(9)

The numbers may not compute exactly due to rounding.

The Qualified Persons of the Tucano Technical
Report are not aware of any known environmental, permitting, legal, title, taxation, socioeconomic, marketing, political, or other
similar factors that could materially affect the stated Mineral Resource estimates.

Mineral Reserves

Tucano Mineral Reserve estimates as of
June 30, 2017 stated in this report are based on the mineral resources reported above and updated by Nigel Spicer of Minesure Pty
Ltd. The Urucum underground Mineral Reserve was restated by AMC Consultants based on the PFS study completed in 2016 and in line
with NI 43-101 guidelines. COG used for the underground Mineral Reserves at Urucum was 1.6 g/t gold. The key modifying parameters
upon which the June 30, 2017 open pit mineral reserve estimates were made are summarized in the following table.

Reserve key modifying parameters for
the optimized pit shells constraining the open pit reservesas at June 30, 2017

Based on the updated Measured and Indicated
mineral resources for the various mineral deposits at Tucano, the total proved and probable mineral reserves using a gold price
of US$1,200 per ounce for the open pit reserves and US$1,120 per ounce for the Urucum underground reserves, inclusive of stockpiles
and as of June 30, 2017 is estimated to be 24.5 Mt at 1.79 g/t Au for 1.41 Moz of gold (see the following table). Open pit reserves
for Tap AB and Urucum have been reported within pit designs optimized at a gold price of US$1,150 per ounce and US$1,100 per ounce,
respectively. The Mineral Reserves have been estimated in accordance with NI 43-101 and Definition Standards for Mineral Resources
and Mineral Reserves adopted by the CIM on May 2014.

Exchange rates of US$ to B$ used for the
estimation of Mineral Reserves presented below.

E-10

Tucano gold operation – Mineral
Reserves as at June 30, 2017

Notes:

(1)

2018 Open Pit Mineral Reserves are stated as of June 30, 2017 based on the COGs as detailed in
Table 1.3 above. Mineral Reserves are reported within open pit designs based on pit optimized shells using the following optimization
COGs; Tap AB Oxide: 0.66 g/t Au, Tap AB Fresh: 0.82 g/t, Urucum Oxide 0.74 g/t Au, Urucum Fresh 0.94 g/t Au, Tap C Oxide 0.66 g/t
Au, Tap C Fresh 0.86 g/t Au, Urucum East Oxide 0.74 g/t Au, and Urucum East Fresh 0.94 g/t Au. The COG is based on total costs
per pit (inclusive of processing, G&A, tech services and haulage, exclusive of mining costs) and averages US$12.8 for oxide
and US$16.8 for fresh. Metallurgical recoveries are 95% for oxide and 93% for sulphides. The gold price used for the open pit optimizations
was US$1,150/oz for Tap AB and US$1,100 for Tap C and Urucum. The gold price used to calculate the COGs for the reserves reported
within the optimized pit designs was US$1,200 per ounce. An exchange rate of US$:B$ of 1:3.2 for Tap AB and 1:3.4 for Urucum was
used. Open Pit Mining Recoveries of 100% for oxide and fresh were used at Urucum, 90% for oxide and fresh at Tap C and Tap AB and
90% oxide, 100% fresh at Urucum East. Dilution used for all pits was 15% for oxide and 20% for fresh.

(2)

2018 Underground Mineral Reserves are stated as of June 30, 2017 and based on a COG of 1.6 g/t
Au. The COG is based on an incremental mining and processing cost of US$50/t, metallurgical recovery of 90%, a gold price of US$1,120/oz
and an exchange rate of US$:B$ of 1:3.8.

(3)

A 0.5 m dilution skin was assumed for the HW and FW side of the underground production stopes making
the total dilution 1.0 m in width. Ore losses were assumed to be 8% for the Benching method, 14% for the Up-Hole retreat method,
and ore losses for the recovery of the sill pillars were assumed to be 35%.

(4)

The JORC reserve released on December 19, 2017 to the ASX ("Interim Mineral Resource and Ore
Reserve Update as at June 30, 2017") stated the total Urucum Underground Reserve was 2,972 kt at 3.61 g/t Au for 345 koz Au.
This reserve was reported by AMC inclusive of Inferred resource blocks captured inside the stope designs that were optimized on
Measured and Indicated Resources in the 2016 PFS. The Inferred Resources falling within the stope designs was removed from the
calculations and reporting of the NI 43-101 compliant Urucum Underground Reserves by AMC Vancouver in 2018 and has been quoted
in the Table 1.3 above.

Mining

The Tucano mine commenced operations in
2005 and continued as a heap leach operation until 2009 when it was placed on care and maintenance following processing problems
caused by increasingly transitional ore. In 2010 Beadell acquired the project and commenced construction of a CIL plant to add
onto the existing process infrastructure. Mining and stockpiling of ore commenced in 2011 and the CIL plant was commissioned in
November 2012. From November 2012 until June 30, 2017, 17.0 Mt at 1.34 g/t gold containing 735,294 oz gold had been processed made
up of a blend of pit oxide ore, sulphide ore, spent ore, and historic low-grade stockpiles. Tucano uses a conventional open pit
selective mining method, employing two principal mining contractors – MACA and U&M.

Underground mine

Access to site is well established as open
pit mining operations commenced in 2012. The journey from the port town of Macapa takes approximately four hours by car during
the dry season and up to six hours during the wet season.

E-11

Access to the Urucum North underground mine would be via a portal located
at the north end of the Urucum North pit.

Beadell has undertaken a program of resource
infill drilling below the Urucum North Pit. Most of these holes have been geotechnically logged for structural data. The geotechnical
data logged from these holes has been analysed to provide preliminary estimates of stable stope development and pillar dimensions,
using industry standard empirical techniques.

The mine layout is based on the following
criteria:

·

Twin declines (north and south based on orebody strike length of >800 m.

·

Single access portal located at the northern end of the mine.

·

North and south exhaust raises.

·

Level interval of 20 m (based on 15 m production blastholes and the narrow width of some lodes).

·

Crosscuts between the decline and the mineralization, every 20 vertical meters.

·

Access for decline development available in the Urucum North pit in January 2019.

·

Targeting Measured and Indicated mineral resources down to 500 mRL (750 mbs). The basis for the
scheduling includes:

o

Focus on mining higher grade areas in 2021 and 2022.

o

Assume a top-down stope extraction sequence in upper levels to allow early production.

o

Assumes early development to the higher-grade areas in the lower levels where down-hole benching
commences in a bottom-up orientation.

The Project sits below the Urucum North
open pit and power is already available for the Urucum North underground mine. The underground mine will make use of the open pit
mine’s existing explosives magazines and warehouse.

Underground mine economics

Project capital is estimated at US$44 million;
pre-production capital (Year 1) is estimated to be US$10 million. Sustaining capital (US$34 million) is defined as all capital
following pre-production and includes ongoing mine development after production commences, and fixed equipment replacements and
rebuilds over the mine life.

Total site operating costs have been estimated
at US$88.67/t milled. The unit costs are broken down as follows:

·

Mining: US$71.67/t milled

·

Milling and General and Administration: US$17.00/t milled

The cost estimate and projected revenue
were prepared with a base date of Year 1 and use constant Year 1 dollars (no inflation). For net present value estimation, all
costs and revenues are discounted at 5% from the base date. An exchange rate of US$:B$ of 1:3.8 and a royalty of 2% has been assumed,
changes to the exchange rate affect labour costs only.

Revenues from gold production have been
based on:

E-12

·

Metallurgical recovery of 90%

·

Gold royalty of 2%

AMC has conducted a pre-tax economic assessment
of the Urucum North underground. Over an eight-year operating life, the mine is projected to generate approximately US$25.5 million
pre-tax net present value at a 5% discount rate, with a pre-tax internal rate of return of 19.9%.

Metallurgy and process
plant

The Tucano processing plant uses a conventional
CIL gold recovery process. The comminution circuit of the process plant is comprised of a primary jaw crusher, followed by a SAG
mill. The milled product is processed in the CIL circuit where gold contained in the ore is leached and adsorbed onto activated
carbon. The CIL tails slurry undergoes cyanide destruction prior to disposal in the tailings dam. Loaded carbon is rinsed prior
to elution. A Pressure Zadra elution circuit is used to remove the gold from the loaded carbon and after which the rich solution
flows through a bank of two electrowinning cells where the gold in the solution is deposited on the cathodes within the cells.

Following elution, the carbon is re-generated
in the carbon re-generation kiln prior to being returned to the CIL circuit. The sludge containing the gold (which is weakly adhered
to the cathodes) is dislodged with a high-pressure water spray and the sludge is dried in a drying oven before being direct smelted
with fluxes in a furnace. The doré metal and slag separate in the furnace, the slag is poured off to slag pots and the doré
metal is poured into bars. Doré bars are cleaned, weighed, stamped, sampled, and then stored in a safe, contained within
a strong room, while awaiting dispatch.

With the current configuration of the grinding
circuit, the plant can process up to 3.6 Mt per annum and a blend ratio of 80:20, oxide:sulphide. Increasing sulphide feed in future
years meant that this blend ratio was not sustainable and in 2017 work commenced to expand the CIL plant to include a 6 MW ball
mill, extra CIL tank, oxygen plant, and pre-leach thickener. The aim of this was to accommodate the planned 20:80, oxide:sulphide
ratio planned for future years as well as maintain a consistent 75 um grind size. With the ball mill in conjunction with the extra
CIL tank and oxygen plant, recoveries are expected to increase from 88% to 93%.

Infrastructure

The site is connected to the national electrical
grid by a 69 kV, 20 MVA power line via Companhia de Eletricidade do Amapá, the local supply authority. Power is also provided
by an independent 11 MW continuous rated Aggreko diesel-powered generation system. Water is provided from recycled process water
and water storage dams. The mine currently employs a total of 1,202 persons, of whom 680 are Beadell Brasil employees and 522 contractors.
Approximately 99% are Brazilian nationals with the majority of the workforce from local towns in proximity to the mine. Accommodations
for senior and junior staff members are provided by a camp located 2 km from the plant which is capable of housing 85 persons.
The plant area contains major infrastructure including, sample preparation and assay laboratory’s, tailing storage, power
distribution infrastructure, and plant consumables storage. The main administration area contains major heavy machinery workshops,
administration and technical services offices, stores warehouse, core yard, mess facility, and medical centre.

Market studies and
contracts

Gold output from Tucano is in the form
of doré bars which are shipped to Sao Paulo for refining by Umicore, the contract refiner. A number of operational duties
have been contracted out to suppliers, most notably MACA and U&M as the principal mining contractors. SGS Geosol operates the
offsite certified laboratory in Belo Horizonte, Minas Gerais and McKay operates a Schramm RC rig for grade control and resource
drilling. The various contracts were awarded following a competitive bidding process, prices are within the industry range and
comparable to other operations in Brazil.

E-13

Environmental and
social

In 2011 SRK Consultores do Brasil Ltda
produced an Environmental Control Plan (“PCA”) to present changes implemented to the project’s environmental
controls as a condition for the renewal of the Operating Licence issued by the State Secretariat of Environment, Amapá.
This followed a period of care and maintenance from 2009 until Beadell acquired the project in 2010. The PCA reviewed changes to
the proposed process plant configuration (from heap leach to CIL) and ways of minimizing the environmental impact of the plant
up-grade. The PCA also covered the environmental aspects of mining and plans to monitor and manage these as well as implementing
various programs for the local community.

Capital and operating
costs

Major capital expenditures for 2018 will
include US$16.4 million for the process plant upgrade (which has now been completed), US$2.7 million for the tailings storage facility,
US$1.5 million for the powerline upgrade, and US$0.7 million for clearing and hydro seeding. Capitalized stripping or miscellaneous
minor capital requirements have not been reported. In 2017 cash operating costs for Tucano was US$1,100 per ounce of gold sold,
which includes all mining, treatment, inventory adjustments and site general, and administrative costs. It excludes depreciation,
amortization, sustaining capital, and corporate general and administration costs.

Conclusions

The Tucano Technical Report concluded that
the Tucano Gold Project is a successfully operating gold mine that started commercial production by Beadell in January 2011 following
a period of care and maintenance by the former owners, New Gold (operating as Mineração Pedra Branca do Amapari).
Beadell added a CIL circuit to the existing heap leach plant and commissioned it in November 2012. The operation is projected to
continue until 2023 based on currently available open pit Mineral Reserves. The exploration database for Tucano is reliable for
the purpose of resource estimation. The mineral resources and Mineral Reserves have been updated to June 30, 2017.

As from the end of 2017, a total of 23.3
Mt of ore will be mined at an overall strip ratio of 5.6 to 1. Grade control reconciliation has confirmed the mineral resources
and Mineral Reserves as previously stated for Tucano. The Tucano Technical Report concluded that the results of this update to
the Mineral Resource and Mineral Reserve evaluation confirm the continued economic viability of exploiting the Tucano Gold Deposit.
The current open pit LOM production schedule 2018 to 2023 considers 23.3 Mt of ore at an average grade of 1.43 g/t gold containing
a total of 1.07 Moz of gold. In 2017, Tucano produced 129,764 oz gold at an AISC of US$1,100 per ounce. which includes all mining,
treatment, general and administrative costs, sustaining capital, and royalties which are incurred at the mine site. The mine level
AISC costs exclude depreciation, amortization, and corporate general and administrative costs.

Recommendations

The Tucano Technical Report recommended
that near mine exploration and resource definition drilling be completed on key targets within and near the Urucum pit. This could
have the potential to add low strip, near surface ounces to the reserves for 2018. Continued regional exploration on the established
ranked list of targets is recommended to discover and define significant new gold deposits outside the mine corridor. Regional
exploration work will involve stream and soil geochemistry with follow up diamond and RC drilling for the advanced projects. Total
budget for Near Mine Exploration, Resource Confirmation, and Regional Exploration in 2018 is US$6.0 million. The proposed work
includes 25,200 m of RC and 5,500 m of diamond core, 5,700 m of Rotary Air Blast and Auger, and 9,290 soil samples.

Tucano Gold Mine’s
Ore Reserve and Mineral Resources as at June 30, 2018

Beadell announced a depletion only update
of its resources and reserves on December 4, 2018 in its ASX release entitled “Annual Resource and Reserve Statement Update”
in accordance with the requirements of the ASX. The release updated the reserves and resources of the Tucano Gold Project to June
30, 2018 in accordance with the 2012 JORC Code, as presented below and with comparative numbers to Beadell’s reserves and
resources as at June 30, 2017, also calculated in accordance with the JORC Code. Readers are cautioned that the updated reserves
and

E-14

resources have not been included in any updated NI 43-101 technical report. The Company’s Qualified Person, Mr. Robert
Brown, P.Eng, has reviewed the 2012 JORC Code reserve and resource estimates and confirmed that the estimates would not be materially
different if the estimates had been prepared in accordance with the CIM definitions under NI 43-101. The updated reserve and resource
statement is not considered to be a “material change” for Great Panther.

The annual resource and reserve statement
update for the Tucano Gold Project was released by Beadell on December 4, 2018. Due to budget constraints (resulting from the Tucano
Plant Upgrade Project and change in mining contractor) and recent changes in management, Beadell did not undertake sufficient drilling
to add to its mineral resources and ore reserves estimates in 2018. The Ore Reserves and mineral resources set out below are a
re-statement of the Annual Ore Reserve and Mineral Resource statement as at June 30, 2017, as included in the Tucano Technical
Report, after depletion by mining and processing activities from July 1, 2017 through to June 30, 2018. Initial limited drilling
has indicated promising results, but Beadell is not able to report exploration results until further drilling and analysis has
occurred. Beadell expects to be in a position to undertake this further work throughout 2019 upon completion of the Scheme. Beadell
plans infill and step out drilling to convert inferred resources to measured and indicated resources and to further define the
four discoveries along the Tucano mine trend. The highest priority step-out target will be the Neo lodes as they occur in the current
Tap AB pit outline in an area classified as waste.

Beadell Ore Reserves

Total Ore Reserves as at June 30, 2018
were 21.67 million tonnes at 1.81 g/t gold for 1.26 million ounces compared to 25.06 million tonnes at 1.83 g/t gold for 1.47 million
ounces as at June 30, 2017. This is a decrease of 145,000 ounces due to depletion over the second half of 2017 and the first half
of 2018 and 67,000 ounces due to a revision of the Urucum underground Reserve.

Total Open Pit Reserves are 16.52 million
tonnes at 1.74 g/t gold for 924,000 ounces compared to 18.45 million tonnes at 1.77 g/t gold for 1.05 million ounces as at June
30, 2017.

Total Stockpile Reserves are 2.77 million
tonnes at 0.66 g/t gold for 59,000 ounces compared to 3.64 million tonnes at 0.66 g/t gold for 77,000 ounces as at June 30, 2017.

Total Underground Reserves as at June 30,
2018 were 2.38 million tonnes at 3.64 g/t gold for 278,000 ounces compared to 2.97 million tonnes at 3.61 g/t gold for 345,000
ounces as at June 30, 2017. This is a decrease of 67,000 ounces resulting from a revision of the Urucum Underground Reserve by
AMC, which revision was originally reflected in the Tucano Technical Report, as summarized above.

BRAZIL

PROVEN

PROBABLE

TOTAL
ORE RESERVE

CUT-

OFF

Tonnes

(‘000)

Grade
(g/t)

Ounces

(‘000)

Tonnes

(‘000)

Grade
(g/t)

Ounces

(‘000)

Tonnes

(‘000)

Grade
(g/t)

Ounces

(‘000)

(g/t)

Urucum
Open Pit Oxide

177

1.15

7

122

1.14

4

299

1.14

11

0.7

Urucum
East Open Pit Oxide

0

0

0

151

1.71

8

151

1.71

8

0.7

Tap
AB Open Pit Oxide

1,450

2.2

102

1,723

1.74

97

3,173

1.95

199

0.6

Tap
C Open Pit Oxide

206

0.95

6

168

0.85

5

374

0.9

11

0.6

Total
Oxide

1,832

1.96

115

2,165

1.64

114

3,998

1.78

229

Urucum
Open Pit Primary

4,311

1.63

227

5,504

1.76

311

9,815

1.7

537

0.8

Urucum
East Open Pit Primary

0

0

0

16

1.5

1

16

1.5

1

0.9

Tap
AB Open Pit Primary

952

2.14

66

1,094

1.77

62

2,047

1.95

128

0.8

Tap
C Open Pit Primary

248

1.34

11

401

1.4

18

648

1.38

29

0.8

Total
Primary

5,511

1.71

303

7,015

1.74

392

12,525

1.72

695

Urucum
Open Pit Total

4,488

1.62

233

5,626

1.74

315

10,114

1.69

548

Urucum
East Open Pit Total

0

0

0

167

1.69

9

167

1.69

9

Tap
AB Open Pit Total

2,402

2.18

168

2,818

1.76

159

5,220

1.95

327

E-15

BRAZIL

PROVEN

PROBABLE

TOTAL
ORE RESERVE

CUT-

OFF

Tonnes

(‘000)

Grade
(g/t)

Ounces

(‘000)

Tonnes

(‘000)

Grade
(g/t)

Ounces

(‘000)

Tonnes

(‘000)

Grade
(g/t)

Ounces

(‘000)

(g/t)

Tap
C Open Pit Total

453

1.16

17

569

1.24

23

1,022

1.2

40

Total
Oxide and Primary

7,343

1.77

418

9,180

1.71

506

16,523

1.74

924

Open
Pit Stockpile

1,994

0.66

42

0

0

0

1,994

0.66

42

0.5

Spent
Ore Stockpile

307

0.61

6

0

0

0

307

0.61

6

0.5

ROM
Expansion Stockpile

470

0.7

11

0

0

0

470

0.7

11

0.5

Total
Stockpiles

2,771

0.66

59

0

0

0

2,771

0.66

59

0.5

TOTAL
TUCANO OPEN PIT & STOCKPILES

10,115

1.47

477

9,180

1.71

506

19,294

1.58

983

Urucum
Underground Primary

0

0

0

2,378

3.64

278

2,378

3.64

278

Urucum
Underground Primary Total*

0

0

0

2,378

3.64

278

2,378

3.64

278

TOTAL
BRAZIL

10,115

1.47

477

11,558

2.11

784

21,672

1.81

1,261

Beadell Mineral Resources

Beadell’s measured, indicated and
inferred resources as at June 30, 2018 in accordance with the 2012 JORC Code are summarized below.